The Following information is provided as required by Item 301 of Regulation S-K (§ 229.301 of this chapter).
The Audited Financials of CSHD is incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act) and see Item 8 below.
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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Thomas Benson, C.P.A. Certified Public Accountant 4599 Mistywood Drive Okemos, MI 48864
We hereby consent to the use in Form 10-KSB of our report dated October 15, 2006 relating to the consolidated audited financial statements of Conversion Solutions Holdings Corp for its fiscal year ended June 30, 2006, which is incorporated by reference therein.
October 15, 2005
-S- Thomas Benson ____________________
THOMAS BENSON, C.P.A.
87
Is the "October 15, 2005" above his name another typo? Just wondering?
Posts: 942 | From: Wisconsin | Registered: Jan 2006
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posted
Ok FWIW Tut finally posted. I take his word as a person that speaks with the officers and appears to have a good deal of securities knowledge. With that said......
tutankhamen HSM Regular
Join Date: Aug 2006 Posts: 311 النصر لك
Alright shareholders I said I would update you more if Ben did not make it on this forum tonight. I said earlier that I had a long talk with Ben so I will share what I "can" share. You may have to read "between the lines" a little and for that I apologize. The "E" that came onto the symbol yesterday was not supposed to happen. It seems it may have been "influenced" by someone and we all know there are very large and powerful short positions on this stock. I asked Ben if the "E" will be removed for tomorrow or today, whichever time zone you are in, and he said it should, but he is not sure if it will still be there in the morning. It shouldn't be because they have been completely compliant with everything including everything that was necessary in their filings.
He will be in certain meetings with SEC lawyers today to finally bring an end to all these things that have happened and the perpetrators will not be able to walk away from this. He said to let all of you know not to even think about the "E" right now. It is not important with what they are now setting into motion and it will not matter when they are through. They will also provide a complete update for everyone and that is why I believe he was willing to come on to HSM today but for some reason it did not work today.
He mentioned that they will have everything on track and done just as Rufus and Ben have said all along and all the shareholders that have held strong and been loyal to the company will be rewarded for that very greatly. Everyone will also receive their stock as they have said, regardless of whether you hold "air" shares or real shares.
He said their connections they deal with are more powerful than the short groups and everyone that has been involved with those groups have been identified and will pay for their crimes. If you have remembered your due diligence you will know that they are very well connected.
I have said as much as I can about this for now and I also know for some of you this may not be enough, but Ben said to let you know for now just remember that what Rufus and Ben have promised will happen and all shareholders will be very happy they held strong. My own personal opinion from my talk with Ben is that now they may even "fast track" everything in light of what just happened.
There will still be those subtle bashers that will argue and say things negative and may even provide convincing arguments but my word to you is to ignore them. When all is finally completed here all of that will mean nothing because everything the short groups have orchestrated will be exposed and dealt with and all loyal shareholders will win what has become a vicious battle. If you stop and think even the viciousness of this battle lends a lot of credibility that there is something very big involved with this company. Otherwise there would not have been such an intense and probably a very expensive and what will be a very costly battle by the short groups. They know they are about to lose and it will be costly to them in more ways than just financially. Above all hold strong and do not feed them even one single share with which to cover any short position.
I have no reason to doubt that you are all shareholders in what will prove to be an opportunity of a lifetime. When this is finally complete you will all deserve the best this company will offer you because of your unwavering loyalty and belief.
The cobra will not show any mercy. The shorts will never get out of this.
You are either with or without today. You who have stood strong, yours is the victory cup to drink of.
Those who stand before me will live. Those who stand with their backs to me will surely perish.
ya KHabar befloos, bukrah yeb'a bebalash الصمت احيانا ضروري. بعض الانبياء المزيفين عندما اتكلم كثيرا وان لم يتكلم. كل شيء سيكون علي كشف لكم وسيكون النصر لكم.
Posts: 2308 | From: Michigan | Registered: Jun 2006
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posted
For those of you who are interrested in how this 'Threshold Price Reset' comes into play, I will herein pull together the applicable segments from Form 8-K/A, Form 10-KSB, and Form 10-KSB/A. Then I will comment on different sections with Reference to the applicable section.
From Form 8-K/A: 2.4 ELECTION AND ALLOCATION PROCEDURES.
(a) Election.
(i) An election form ("Election Form"), together with the other transmittal materials described in Section 2.5, shall be supplied as soon as reasonably practicable but no later than five (15) Business Days after the Effective Time to each holder of Company Shares of record at the Effective Time. Each Election Form shall provide that a holder (or the beneficial owner through appropriate and customary documentation and instruction) of Company Shares will receive the Per Share Consideration.
(ii) Any Company Share with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before a date after the Effective Date to be agreed upon by the parties hereto (which date shall be set forth on the Election Form), but in any event not earlier than the Fifteen (15th ) Business Day after the Signing Date, such deadline (the "Election Deadline" ), shall be converted into the Per Share Consideration as set forth in Section 2.4(b).
(iii) Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all Company Shares covered by such Election Form, together with duly executed transmittal materials included with the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form (or the beneficial owner of the shares covered by such Election Form through appropriate and customary documentation and instruction) at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline and no other valid election is made by the Election Deadline, the Company Shares represented by such Election Form shall be deemed Mixed Election Shares. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither the Buyer nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
(b) Allocation. As soon as reasonably practicable after the Effective Time, the Surviving Holdings Company shall cause the Exchange Agent to allocate the Merger Consideration among the holders of Company Shares, which shall be effected by the Exchange Agent as follows:
(i) Each Mixed Election Share shall be converted into the right to receive an amount of the Surviving Holdings Company's Stock equal to the Per Share Stock Consideration.
(ii) Each Stock Election Share shall be converted into the right to receive the Per Share Stock Consideration; and
2.5 EXCHANGE PROCEDURES.
(a) After the Effective Time, the Surviving Holdings Company shall cause an exchange agent selected by the Surviving Holdings Company (the "Exchange Agent" ) to supply to the shareholders of the Company of record at the Effective Time the Election Form, as required under Section 2.4 , and other appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing Company Shares prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent). After the Effective Time, each holder of Company Shares issued and outstanding at the Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to Section 2.2(c) or (d) shall surrender the certificate or certificates representing such shares to the Exchange Agent and upon surrender thereof and completion of all required allocation procedures contained in this ARTICLE II receive in exchange therefore the number of shares of the Buyer's Stock to which such holder is entitled hereunder. The Surviving Holdings Company, or the Exchange Agent, as applicable, shall not be obligated to deliver any of such payments in stock until such holder surrenders the certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Buyer nor the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property Law.
(b) To the extent permitted by applicable Law, former shareholders of record of the Company shall be entitled to vote after the Total Stock Merger Consideration has been allocated pursuant to the provisions of this ARTICLE II at any meeting of the Surviving Holdings Company's shareholders the number of whole shares of the Surviving Holdings Company's Stock into which their respective Company Shares are converted pursuant to the Merger, regardless of whether such holders have exchanged their certificates representing such Company Shares for certificates representing the Surviving Holdings Company's Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Surviving Holdings Company on the Surviving Holdings Company's Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of the Surviving Holdings Company's Stock issuable pursuant to this Agreement, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of the Surviving Holdings Company's Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing any of the Company Shares issued and outstanding at such Effective Time until such holder surrenders such certificate for exchange as provided in this Section 2.5 . However, upon surrender of such certificate(s), both the certificate(s) representing the shares of the Surviving Holdings Company's Stock to which such holder is entitled and any such undelivered dividends (without any interest) shall be delivered and paid with respect to each share represented by such certificates.
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
From Form 10-KSB: Current Event-Driven Threshold Price Reset
As a result of the Merger agreement between FrontHaul Group and CSHD [incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act)] Item 2.6 Average Closing Price Adjustment which reads a follows;
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ).
The Corporation hereby chooses option (c) to reset the Share value to an equivalent of $15.00 by issuing additional shares to each shareholder of record as of the close of business on October 30, 2006 10 business days from the filing of this form 10-KSB. The ratio of share issuance will use the following formula ($15.00 divided by the Actual Closing Price on October 30, 2006 (x) minus Actual Closing Price on October 30, 2006) (15 / X - X).
From Form 10-KSB/A: Current Event-Driven Threshold Price Reset
As a result of the Merger agreement between FrontHaul Group and CSHD [incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act)] Item 2.6 Average Closing Price Adjustment which reads a follows;
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ).
The Corporation hereby chooses option (c) to reset the Share value to an equivalent of $15.00 by issuing additional shares to each shareholder of record as of the close of business on October 16, 2006, the issuance date of the Reset shares is October 30, 2006 10 business days from the filing of this form 10-KSB.
The ratio of share issuance will use the following formula ($15.00 divided by the Actual Closing Price on October 16, 2006 (X) minus Actual Closing Price on October 16, 2006) (15 / X - X). _____________________________________________________________________________
Now the first section to look at is:
From Form 8-K/A: 2.4 ELECTION AND ALLOCATION PROCEDURES: (b) Allocation. KEY WORDS are, Effective Time, Merger Consideration, and (ii) converted into the right to receive the Per Share Stock Consideration.
2.5 EXCHANGE PROCEDURES: (b) Whenever a dividend or other distribution is declared by the Surviving Holdings Company on the Surviving Holdings Company's Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of the Surviving Holdings Company's Stock issuable pursuant to this Agreement ____________________________________________________________________________
Deffinition of Threshold Price Reset: Reset Pricing. The purchase price of the common stock or the conversion price of a convertible security is set either (i) at closing or (ii) on a specified date after closing and is subject to adjustment (downward or upward) based on various criteria that can include (1) fundamental performance (operational reset), (2) a specified event (event-driven reset), or (3) the stock price of the issuer at a given point in time after closing (Threshold Price Reset). Glossary of PIPEs Terms http://www.dealflowmedia.com/publications/pipes-glossary.html#alphaT
quote:Originally posted by Chartwalker: Morning Board!
So I guess there's a 50/50 chance that the "E" will be off today.. "?"
Good, sooner the better...
Still LONG, still STRONG!
Im giving it a 90% chance of remaining today. 70% remaining tomorrow. 50/50 by monday. But hey, who cares at this point? Posts: 2308 | From: Michigan | Registered: Jun 2006
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posted
Counting down the days my friend....counting down. I will be home in 7 days which seems pretty reasonable considering ive already finished 19. The weather is still VERY mild for this time of year so i cant complain. Posts: 2308 | From: Michigan | Registered: Jun 2006
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posted
what's up guys. Just finished catching up. I think we'll have to deal with the e again at least for today. So all that talk from Tut that he was going to reveal his true identity didn't pan out. He probably forgot who he was.
quote:Originally posted by Mr. CATIAEngineer: Counting down the days my friend....counting down. I will be home in 7 days which seems pretty reasonable considering ive already finished 19. The weather is still VERY mild for this time of year so i cant complain.
That should be just enough time to unpack and "ROLL" in all those FREE shares you'll be getting!
Nice Christmas presant huh?
Guess the only thing today I'll be watching for would be some news, either about the "E" or our "Bombshell" (as Tut puts it) perhaps about the NAZ.
But not expecting that with everything going on right now..
posted
imho the sec controls this and the e will only come off when the sec says it does. if this is simply a matter of supplying the auditors opinion to the sec as we discussed yesterday, why does ben have to spend today meeting with sec lawyers as stated in tut's post? why isn't there a pr if the company has been fouled by the sec? why does all "news" apparently get funneled through tut and not by himself or rufus?
meanwhile, while all this is going on we continue to bleed. hopefully today will be better (?)
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
My birthday comes before Christmas so im looking at it as a Bday present instead. Maybe something else will happen in December for my Christmas present!! The gift that keeps on giving i hope! Posts: 2308 | From: Michigan | Registered: Jun 2006
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quote:Originally posted by 66inxs: imho the sec controls this and the e will only come off when the sec says it does. if this is simply a matter of supplying the auditors opinion to the sec as we discussed yesterday, why does ben have to spend today meeting with sec lawyers as stated in tut's post? why isn't there a pr if the company has been fouled by the sec? why does all "news" apparently get funneled through tut and not by himself or rufus?
meanwhile, while all this is going on we continue to bleed. hopefully today will be better (?)
I think alot of Rufus' meeting with the SEC are about "the big picture" -the HOW and WHY this happened.
Remember Rufus has some powerful friends and has stated that he will be "working with the SEC" regarding the Naked Shorts, and this is all a part of that.
So as I see it, Rufus being with the SEC alot is even more proof that he is doing EXACTLY what he said he was going to do.
posted
Petey999 View Public Profile Send a private message to Petey999 Find More Posts by Petey999 Add Petey999 to Your Buddy List
Today, 08:13 AM #9887 Mighty Max HSM Newbie
Join Date: Oct 2006 Posts: 39 Hi folks and good morning... May I make one suggestion? Everyone here is thanking tut rufas and sabra...I agree but we need to thank Ben too. He has been the one supposedly giving tut his answers? Tut always refers to talking to Ben and reporrts back. So please give our Ben his due with a big ole Thank you also...he seems to be behind the scenes...Due diligence is what we are here for so lets not forget the good peeps we don't hear directly from! Go cshd and thank you Ben also!
-------------------- Never lookback... Posts: 896 | From: NY | Registered: Jul 2006
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posted
Even Tut mentioned about how Rufus is "after" these Naked Shorters:
"He will be in certain meetings with SEC lawyers today to finally bring an end to all these things that have happened and the perpetrators will not be able to walk away from this."
This is exactly what Rufus has been saying that he IS doing...
IMO, Rufus is straight, and that's why he can "Bang a Gong" loud and Proud because HE hasn't anything to hide, if fact he WANTS his company "In the Spotlight."
That is one of the biggest reasons I HELD my shares (3 accounts, 4 if counting my IRA).
posted
good morning mr catia engineer, my birthday is next friday so it looks like i am screwed for that but maybe a nice christmas present. i am going to cover my butt real soon though if this keeps bleeding .21 per day. maybe the 6x shares will make a nice halloween present and not a hallo-wienie!
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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quote:Originally posted by 66inxs: hey chart how are the charts looking for chsd today? anything happening there?
Charts will look weak after our day yesterday, by weak I mean at the support levels, by no means do I see or have I heard news that we will "tank."
So just ride this out, now that everyone has had time to DD "why" the "E" was there and that there is no big problem but just more of a mistake, I wouldn't expect the stock to do to much today...
I'm guessing low volume again, and channel between support and ress points, -and of course MM's trying to "tank" it, but everone "In the Know" is holding by what I'm seeing across different messages boards.
posted
i guess you are right chart. do something else today and keep your mind off the stock market. will be busy until this afternoon but i will be in on todays close for sure.
keep up the good dd and chartwork. GLTY !
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
I'm not even running L2's on this... what's the use? I can tell you exactly what's going to happen... NITE on bid and ask with 2-4 cent gap mirror trading down as much as possible. Been going on for weeks and will continue until Rufus empties both barrels and ends this.
Good morning all. I'm just going to ignore this as much as possible and wait to hear from our company.
posted
Good morning all, my bday is next month as well. I know what I want. Posts: 478 | From: Palm Desert, Ca. U.S.A. | Registered: Nov 2004
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quote:Originally posted by Chartwalker: Even Tut mentioned about how Rufus is "after" these Naked Shorters:
"He will be in certain meetings with SEC lawyers today to finally bring an end to all these things that have happened and the perpetrators will not be able to walk away from this."
This is exactly what Rufus has been saying that he IS doing...
IMO, Rufus is straight, and that's why he can "Bang a Gong" loud and Proud because HE hasn't anything to hide, if fact he WANTS his company "In the Spotlight."
That is one of the biggest reasons I HELD my shares (3 accounts, 4 if counting my IRA).
So I'm relaxed, watching the show
I agree chart. I am relaxed and watching the show. This is the only time I will have time to post today. In fact I will not be able to even check the market today.
-------------------- - "Pay it Forward" Posts: 1524 | Registered: Jun 2006
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I read through some of the GVRP thread... seems to me, the company first screwed up, not the brokers, with their funky R/S and then F/S. It then seems that they went crying to the SEC, who decided to halt and then break trades(?)... I don't see the fault of the brokers in this one, but I just glanced quickly.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM! Posts: 6379 | From: PA | Registered: Dec 2004
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posted
I would personally be fine with it staying right here if it's not going to go up. I would like to see a pr from the co. addressing the situation.
posted
Hey guys! What was TUT's most important post that the was supposed to put out yesterday?
-------------------- Penny Stocks? Might as well be online Gambling....and I think I am addicted. Posts: 24 | From: Jacksonville, FL | Registered: Aug 2006
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