quote:Originally posted by 10of13: Yes glass...and I created the thread over there yesterday...so problem was taken care of...good lord...the board take a few hours of having fun and now it's all crap? Plain SILLY!
it'll happen again...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by 10of13: lol...this is a point of contention, now?
Yes Tex..."we have been scolded" because "we" had fun yesterday when the stock was falling..and now people are upset...and are "leaving the board"...as I said before...you can't make everyone happy...
Issue shares for the 6;1 merger reset
well, that sounds healthy, to me.
Response to an editorial/opinion of mine...was always better if "both sides" threw the paper across the room and branded me traitor. Then again, I do *not* believe in "both sides." To me, there's at least six sides to any given point.
Mail hardcopies of non-EDGAR filings to: National Association of Securities Dealers OTCBB Filings Department 9600 Blackwell Road, 5th Floor Rockville, MD 20850 etc..
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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posted
So with the way that I understand...we have this...that "allows them to "give more shares"...
Doesn't this sentence here... The Surviving Holdings Company shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(i) prior to the Closing Date and the directors will be as follows
And the first sentence that they are tallking about is... (a) Reservation of Shares of the Buyer's Stock . The Buyer shall reserve for issuance a sufficient number of shares of the Buyer's Stock to cover the issuances of such stock required hereby and shall file such forms as may be required to notify Over the Counter NASDAQ Bulletin Board of Buyer's intent to list on the NASDAQ National Market System the additional shares of Surviving Holdings Company stock to be issued as part of the Merger Consideration.
~and then we wait for the 10Q to show us the actual share structure...and we are also enlightened with more info...PLUS ~only a thought~ if we have a fantastic 10Q we could actual do some sort of reset because of the higher value than what its trading and quite possibly move to the NASDAQ? HMMMM what a thought...unlike anything that we have seen?
quote:Originally posted by glassman:
quote:Originally posted by 10of13: Glass? Is there a problem with the share issuance that you can see? am I not seeing the whole picture?
i'm waiting on the 10Q to see the new share structure.....
you know? if law, and that's what this is, law... was so easy? we wouldn't need lawyers...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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posted
well? is there a question for me in there? i've said from the day Rufus announced the re-set that i'm doing my best to figger out what he's up to...
if he says he can do it? i'm more interested in how he (or anybody else) can accomplish what they set out to do... anybody can tear stuff up...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by Jenna: Dog - I really respect you but C'mon - so we posted some pictures... it's over with - 10 - even created another thread for it & everyones been posting pictures there - but you guys keep going back to it today. Why? It was one of the best days on this thread because weren't letting the MM's ruin our day!!! Dog - now we're doing some serious DD'ing & the pictures are still being brought up -
People who have personalities & see the fun in things can not simply throw their personalities out the door... personaly I would enjoy doing DD with people with a little Flair & great personalities than doing DD with people who probably NEVER smile in their life.... Life is too short to worry about the one day of bonding we had.....that's very sad to me that it would bother people.........what is htis world coming to?
You know what the city I live in - we have been voted - the Friendliest City in the U.S. & if you'll notice there's a lot of people from my city on this thread - & you WILL notice they are the nicest on here & THEY CONTRIBUTE DD too.
I'm not surprised an Attorney & accountants take offense to people having a little fun - not surprised at all- tell them we are extremely sorry-
Dog - really I honestly respect you - just know it's done & over with & we did not mean any harm by it - sorry to offend you & the others - but let's get back to our DD!!
OMG...you go girl! Dog made some good…no, great points. It is (literally) a place of business and we should post information that can be used by everyone on the thread. The more chit chat that goes on here makes it harder to get caught up and / or stay interested. Dog is also right about wanting people to post on here that are very experienced. We need that. But even places of business have a company picnic sometimes. That's all it was.
It was a slow day, and the MM's were walking it down. People were bored and stressed. It was a great way to break the monotony and get to know who we were dealing with. I feel much closer to these people than I did 2 days ago....it made them real.
Notice how many of the people on the thread posted pictures of themselves within just one hour. If it was that bad of an idea (in other words not useful to the thread) then why did people respond so quickly and consistently?
It's over...now let's move on to more topic related business.
-------------------- "If you go the Extra Mile there will be no Traffic Jams".
St. Matthew Posts: 885 | From: Dallas, Texas | Registered: Sep 2006
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I don't post much, because what already pops up here is light years ahead of what I could offer. I've been lurking for several months though, and I have never seen such a great group of peeps get together on a stock board. Thanks to everyone for all they have done and to the powers that be for my stumbling across it.
Yesterday could have been an absolutely depressing day with no news and the big E ruling the day, and many of the not-so-strong hands might have folded. What everyone here did in the face of that is amazing.
The DD is as solid as ever, bashers are artfully shown the door, and I see no focus lost. Those that can't handle a little humanity or get embarrassed in front of their tax attorneys need to invest in a can of Raid and spray it where the sun don't shine to kill that bug.
Back to lurking...
Posts: 129 | From: Columbia, SC, USA | Registered: Oct 2004
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I don't post much, because what already pops up here is light years ahead of what I could offer. I've been lurking for several months though, and I have never seen such a great group of peeps get together on a stock board. Thanks to everyone for all they have done and to the powers that be for my stumbling across it.
Yesterday could have been an absolutely depressing day with no news and the big E ruling the day, and many of the not-so-strong hands might have folded. What everyone here did in the face of that is amazing.
The DD is as solid as ever, bashers are artfully shown the door, and I see no focus lost. Those that can't handle a little humanity or get embarrassed in front of their tax attorneys need to invest in a can of Raid and spray it where the sun don't shine to kill that bug.
Back to lurking...
LOL...thanks for posting Mike.
-------------------- "If you go the Extra Mile there will be no Traffic Jams".
St. Matthew Posts: 885 | From: Dallas, Texas | Registered: Sep 2006
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posted
I was very quiet tonite. You guys said it all. I feel like a very proud father to all of you. You did nothing wrong yesterday and everything right. Good night all.
Posts: 557 | From: UpState New York | Registered: Sep 2006
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posted
Alright took me a while to catch-up... got real busy after briefly responding to Wally's departure.
It sounds as if a little green will make us all start playing nice again. Monday will be that day. We will have one less letter on our stock symbol, and a flurry of "new" information.
How do I know? Well... in an effort to inform without offending... I am going to post a picture.
quote:Originally posted by rburnout: Sorry, I couldn't find data on that latest bond. Perhaps someone here can refute the claim which I can't seem to back up.
Meanwhile, here is a quote from another board. The subject is what must be done in order to change the A/S -
"To be specific, if they have voting control so the actual proxy solicitation is unnecessary and voting can be by written consent but it still is a shareholder vote. If they have sufficient control, they can state that it is not necessary to send proxies back but they still need to go through the motions. Here is a link to the last time the corporation (Furia) changed the number of authorized shares. You will note that this proxy states clearly that it is being mailed and that prior to mailing they had to have obtained sufficient written authorizations from the appropriate majority of shareholders. It further states that the change wont go into effect until 20 days after AFTER mailing of the DEF 14C. http://www.sec.gov/Archives/edgar/data/757563/000103883804000654/def14c.txt
Of course the DEF 14C must be preceeded by the PRE 14C by another 10 days so we are looking at a proces that will take a month from the time the PRE 14C is filed which will necessarily have to follow a board meeting which does not appear to have taken place yet.
Still, the essential thing is that Rufus and the board approved an action that is impossible based upon the current Articles of Incorporation and there is no way that these shares can be issued on October 30th.
Of course, it may be moot as it is now less than 30 days before this stock will be trading on the pink sheets unless Rufus can figure out how to get complaint and with the legal and accounting support he seems to have, that looks highly unlikely.
He has a CFO that is not signing the Sarbanes Oxley statement. He does not have a combined audit of the merged companies. He does not have a Form 10K that is remotely compliant and does not appear to have even been prepared by an attorney. He is obviously clueless as to the sum and substance of SEC regulations (as is the SEC it would seem) Seems to think he can do things his way instead of the proper way."
You guys wanna guess who authored that piece?
I see that you folks have been discussing the subject of whether and how the A/S can be changed, but can you comment on my above post? Can anyone post data that shows those rules don't apply?
I also see that the E will be off Monday, based only on Rufus copy/pasting Benson's statement from an earlier filing. Still no combined FHAL/CVSU financials as required, and many other questionable items....seems the NASD is also being mighty lax in letting such sloppy accounting pass.
Posts: 36 | Registered: Oct 2006
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posted
I'm new here and have been searching this and other forums to try to find out a few things. Any help would be much appreciated!
1) If I am understanding correctly, the 6 additional shares will be issued to those holding stock as of 10/16/06. Does the 3-day settlement on stock purchase/sale have any effect on whether the additional shares are received?
2) Will the distribution of the additional 6 shares be based on the number of shares held at the time of distribution or number of shares held on 10/16/06? I may be needing to sell some out of necessity, even though I would like to hold it all!
3) Does anyone have an idea of the significance, if any, that the October 3 list of shareholders on the CSHD website has in relation to the distribution of additional shares?
Thanks for your help!
Posts: 1 | Registered: Oct 2006
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On July 8, 2006, subsequent to our audit period and thus not included in the Company's financial statements, the Company, entered into an Agreement and Plan of Merger (the "Merger Agreement") with the FrontHaul Group, Inc., (FHAL). The Merger Agreement stipulates that, subject to the terms and conditions of the Merger Agreement, Conversion Solutions Holdings Corp. will be merged with and into FHAL, with the Company continuing after the merger as the surviving corporation. The Merger was fully completed on September 13, 2006 and FHAL will be reflected as a Discontinued Operations in the Company's financial statements in the next quarterly report.
it's at the top of page 40 on the commission File Number: 000-13910 ( Form 10-KSB/A)
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by tmarek: I'm new here and have been searching this and other forums to try to find out a few things. Any help would be much appreciated!
1) If I am understanding correctly, the 6 additional shares will be issued to those holding stock as of 10/16/06. Does the 3-day settlement on stock purchase/sale have any effect on whether the additional shares are received?
2) Will the distribution of the additional 6 shares be based on the number of shares held at the time of distribution or number of shares held on 10/16/06? I may be needing to sell some out of necessity, even though I would like to hold it all!
3) Does anyone have an idea of the significance, if any, that the October 3 list of shareholders on the CSHD website has in relation to the distribution of additional shares?
Thanks for your help!
It is my understanding that originally it was shares that were settled on or by the 16th. Meaning you must have purchased on or before the 13th. approx.
Now after a conversation with Sabra I think they were going to allow any one that purchased up to the 16th. allowable for the 6/1 shares.
the list of Oct. 3rd. is the original or first list we had a visual of. The significance for the longs was to assure them that they were on the list. Especially with all the stories abounding of air shares. Anyone who was on that list and did not sell their shares will receive the 6 additional shares.
There will be an updated list to show shares owned by the 16th. of oct. If they are going to find out who bought on or before the 16th I think they will have to retreive the list after the 19th. to assure all are settled.
posted
St. could not agree with you more. Dog Excellent Post Glad were back to DD i find it outstanding what this board does But the day we were crashing it was nice to have mind occupied Im very new3 to the stock world and dont add much to dd you all are to quick. Ohh and Wally come back your angle was very good and appr Allan M
ember Rated: posted 20-10-2006 05:33 PM -------------------------------------------------------------------------------- Dollar...and the rest of my family at Allstocks,
When I started posting on this board, everyone looked at the number of posts that I had and treated me like a Newbie...even though I have more investing experience than most here. I had many valuable posts that were completely ignored because I was new to the group and I wasn't trusted. If I remember correctly, Chartman was the only one to respond...thanks again Chart. If it wasn't for him, I most likely would have bailed or just kept my mouth shut. We all know what happened to Doc. and I'm sick about it. He is a good man who brings valuable experience to our group.
I learned very quickly to wade into the pool slowly and attempt to earn the respect of this board. I could tell it was far superior to the other boards. I think what happened today was that this guy just jumped into our pool and then demanded a life raft. He did it at a time when we knew bashers would be coming out of the wood work. He was deemed to be a basher because he was asking the same questions over and over.
People were telling him, do your DD, and giving him links. I personally gave him Sabra's name and number and told him to call her...that she would answer some of his questions and make him feel better. He just kept asking the same questions. These are questions we answered ourselves weeks / months ago. The only way to answer these questions was through the DD that was discussed back then. Who remembers those details...he had to read it himself.
Are we a little hard on the new guys...maybe. Are most of them bashers...who knows because they do usually go away. Are there people out there who watch what we post in complete silence...I certainly hope not. Can we come up with a better way to do this...hopefully, or like someone said, we will not get any new (possible valuable) minds in here.
I hate to give them credit for something, but we probably need to do something similar to what HSM does where they post all of the DD stuff at the beginning of the thread, so when someone starts asking questions, we can just refer them to page one.
Better yet, to put our Allstocks spin on it, what we could do is to create a DD thread where the only info that gets posted would be CSHD DD. No comments, posts or statements. The mods could be in charge of what gets on the thread and what does not. That way, we can simply give them the link when they ask old questions. If we do this...people will come. People will come to see our DD because it is the best DD out there. This way, we don't have to get frustrated or turn it into a pissing contest. We simply educate them and get them to help drive the price of this stock through the freaking roof. Better yet, we don't have to run off any more potentially beautiful people. If we do that, we might loose Jenna...
Just a thought...
Peace to all...and enjoy your weekend. I am going to try to stay away for a few days because...I need the break and...I really need to get some work done
One last note, for those of you who are interested, Tut will be posting something of significance on Sunday.
-------------------- "If you go the Extra Mile there will be no Traffic Jams".
posted
For those interested...here are some statements from Tut at HSM during the night. Nothing about our stock just what to do with some of our large profits when they start arriving.
Originally Posted by tutankhamen The reason I am talking about all this is because I know you will all do very well with this company and even with a small portion we can do wonders for others and make the world even a little better for them. *************************************************************
If this is your first investment you are lucky to have hit the one that can forever change your life. What we should probably all talk about is what kind of charities that could most benefit. I especially think if we all did something for all the underprivileged and homeless children throughout our cities. ************************************************************ Actually I think if we all thought about it very carefully and not just gave some of our profits to just any charity but developed our own charitable organization we could do much better. Sometimes I believe that too much of what is given to a lot of charitable organizations does not necessarily reach the needy people. I think often about what can really be done to really help make a difference to others in the world.
Actually shareholders, I am very serious that we should think about doing something to help others very needy and I have some ideas, but they will take some work and it needs to be a team effort. Too often I have seen homeless and lost children and even youngs teens standing on street corners in the cities and no one cares. City officials say there are programs for them, but are there really? Do they work? No! I have personally experienced how young children and young teens can get caught up in a world they have no control over. I have seen how it can devastate their lives in most cases beyond repair. How do I know?
Now I tell you just one small piece of me. I personally went through it with two of the most precious people, in my life, my daughters, and I saw it almost destroy them both but I did not give up. There were nights and mornings into the early hours that I would hunt for them until I found them and carried them back home to safety in my arms, I even had to fight the same system that was meant to protect them and in the end I had to do it alone. Now I look and I see what I never saw before and I understand and I wish I could do more.
The following song by Phil Collins shends shivers up and down my spine every time I hear it because now I look around and I see it everywhere.
She calls out to the man on the street "Sir, can you help me? It's cold and I've nowhere to sleep, Is there somewhere you can tell me?"
He walks on, doesn't look back He pretends he can't hear her Starts to whistle as he crosses the street Seems embarrassed to be there
Oh think twice, it's another day for You and me in paradise Oh think twice, it's just another day for you, You and me in paradise
She calls out to the man on the street He can see she's been crying She's got blisters on the soles of her feet Can't walk but she's trying
Oh think twice, it's another day for You and me in paradise Oh think twice, it's just another day for you, You and me in paradise
Oh lord, is there nothing more anybody can do Oh lord, there must be something you can say
You can tell from the lines on her face You can see that she's been there Probably been moved on from every place 'Cos she didn't fit in there
Oh think twice, it's another day for You and me in paradise Oh think twice, it's just another day for you, You and me in paradise
Posts: 557 | From: UpState New York | Registered: Sep 2006
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quote:Originally posted by glassman: rburnout are you ourstreet?
Nope...He was simply the one who had posted the SEC info that relates to this situation. Seems no one has conclusively shown that it isn't applicable.
Posts: 36 | Registered: Oct 2006
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quote:Originally posted by driver4t3: burn out, sometimes when I get burn out I go fishing, you should try it, clears the mind and then you can concentrate on these things better...
-------------------- The safest way to double your money is to fold it over and put it in your pocket. Posts: 40 | From: California | Registered: Oct 2006
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quote:Originally posted by Jenna: Ok - Burnout you're right we will all sell tomorrow - Thank you....
you there jenna, hold the faith. what's up?
TOTALLY KIDDING!!!! He couldn't pry my shares from me if I was dead and covered in vaseline! IT AIN"T GONNA WORK BURNOUT! Poof! Be gone!
Thanks Jenna, sorry I just go online
Hey atthebank! Been watchin ya. You really know whats goin on! High five bud. Wooo hooo
-------------------- The safest way to double your money is to fold it over and put it in your pocket. Posts: 40 | From: California | Registered: Oct 2006
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2.3 Merger consideration (c) In the event the Buyer changes the number of shares of the Buyer's Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend or other distribution payable in Buyer's Stock or securities convertible into Buyer's Stock or similar recapitalization with respect to such stock or effects a reclassification, combination or other change with respect to Buyer's Stock (each a "Stock Adjustment" ) and the record date therefore (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization, reclassification or combination for which a record date is not established) shall be prior to the Effective Time.
5.3 Buyers stock
a) The authorized capital stock of the Buyer consists of 200,000,000 shares of common stock, $.001 par value per share, of which 62,157,721 shares are issued and outstanding as of the date of this Agreement, and except for such shares, there are no shares of capital stock of the Buyer outstanding. There are options see Exhibit D (" FHAL Financials" ). In addition, there are 10,000,000 shares of capital stock reserved under the Fronthaul Group Inc. Compensation Plan for Outside Direct
Doesn't this sentence here... The Surviving Holdings Company shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(i) prior to the Closing Date and the directors will be as follows
And the first sentence that they are tallking about is... (a) Reservation of Shares of the Buyer's Stock . The Buyer shall reserve for issuance a sufficient number of shares of the Buyer's Stock to cover the issuances of such stock required hereby and shall file such forms as may be required to notify Over the Counter NASDAQ Bulletin Board of Buyer's intent to list on the NASDAQ National Market System the additional shares of Surviving Holdings Company stock to be issued as part of the Merger Consideration.
What I "get" out of those statements is that as far as the merger goes they can do what they decide to do with the share structure...
"reasonable best efforts" NOBO list? And it was incorrect in the begining...but they did try...couldn't get the info they needed and then made the decision to increase shares?
(d) Shareholder Approval . Subject to Section 6.1(c) , the Company shall, at the earliest practicable date following the effective date of the Registration Statement covering the Buyer's Stock to be issued in the Merger, (i) promptly and duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of voting to approve this Agreement and the transactions contemplated hereby, including the Merger, (ii) take all reasonable action to solicit and obtain such approval
(a) Reservation of Shares of the Buyer's Stock . The Buyer shall reserve for issuance a sufficient number of shares of the Buyer's Stock to cover the issuances of such stock required hereby and shall file such forms as may be required to notify Over the Counter NASDAQ Bulletin Board of Buyer's intent to list on the NASDAQ National Market System the additional shares of Surviving Holdings Company stock to be issued as part of the Merger Consideration
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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