posted
Looking to start a thread mainly focused on DD when there is DD to be done. Hope to keep it clean and neat in order to assist those with little time, to get caught up to speed. Discussion of SEC filings, legality, PR's and news will predominate. Every effort to assist those with questions will be made as long as they are respectful. If the thread is kept tight... newbies should be able to read it all and catch up. Links will be given to those interested in seeing it for themselves. Personal discussions should be kept to a minimum and done thru PM's or another thread. It's crunch time..... let's get to work.
All PR's and news filings of the company can be found here. Also of importance is the shareholder list on the bottom of the list to the right side. If your name is not listed here (first name first) and you hold shares of CSHD... please contact Mitch at the links on that page.
All of the SEC filings can be found on the Edgar system. The search should be conducted under "Furia", as that is the original company acquired in the reverse merger. Please familiarize yourself with these documents. They are essential to your understanding of the company.
An absolutely essential site for those with higher risk. Pay the 5 bucks and search for Conversion Solutions under the real estate tab (They just filed it there- dunno why). Many of the company financials, bond agreements, and employee contacts can be found there... notarized and documented some time ago before this process began. I can't stress how important it is for investors to check this out... pay the 5 bucks... it's more than worth it.
This is not a recommendation to buy, sell, or hold any stock. Do your own DD.
Start with these threads and educate yourself.
Looking forward to discussion once something happens with the company.
Please do not post animations, pictures, or extraneous commentary. It bogs down the thread.
Try to have something to say before you type and hit enter. Not every thought or comment should hit the thread. Keep it direct and clean please.
If we adhere to this.. it will be easier and more direct for those interested in catching up to find what they need.
posted
Interesting HSM DD by klplatt81. Checking out possible political ties between Mr. Harris and the Republican party.
quote:
Rufus probably lives in the GA 7th or 11th Congressional District based on deeds of record. The zip codes are split between the Districts so I can't tell for sure......following is the Congressional Reps for each district and the 2 State Senators. I just put this info together so haven't spent any time yet looking at their committees or connections. Note also that ConCarne continues to mention the Ga 6th district......these representatives should also be looked at as they seem to pack a pretty good political punch (Tom Price-R, Congress; Johnny Isakson-R, Senate; Newt Gingrich-R, former Speaker of the House).
Ga 7th District John Linder, Republican Committees: House Ways and Means Subcommittee on Oversight Subcommittee on Select Revenue Measures Committee on Homeland Security Source: http://linder.house.gov/index.cfm?Fu...ues.Committees
Ga 11th District Phil Gingrey, Republican Committees: House Rules Committee Has served on: House Armed Services Committee Committee on Education and the Workforce Science Committee Source: http://gingrey.house.gov/Biography/
Ga Senator Johnny Isakson, Republican Committees: Senate Committee on Health, Education, Labor and Pensions Senate Committee on Environment and Public Works Senate Committee on Veteran’s Affairs Senate Committee on Small Businesses and Entrepreneurship Source: http://isakson.senate.gov/legislation.html
Ga Senator Saxby Chambliss, Republican Committees: Senate Committee on Agriculture, Nutrition and Forestry (Chairman) Senate Armed Services Committee Senate Select Committee on Intelligence Senate Committee on Rules and Administration Source: http://chambliss.senate.gov/public/i...TOKEN=19542981
posted
any auditors out there? what is the signifigance of the following paragraph from the 10/19 filing:
We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
why do they express no such opinion?
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posted
i guess what i am really trying to ask is what "they were not hired to perform an audit of internal control over financial reporting" means to the audits results and what not doing that could do to the accuracy of the financials.
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posted
"Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion."
I'll run this by my accountant on Monday. May be useful to see if this is a boiler plate statement found in other filings from other companies.
I take it as the auditor can only account for the material presented to them by the company and they are not in control of the material given to them. They have the ability to flag and suggest that an internal audit of financial reporting be done if they find questionable material to be missing or dubious. They do not have that opinion currently.
Likely a boiler plate response....
"This is what we were given... looks appropriate.... no opinion that the company doctored their financial reporting." They do not recommend blowing the whistle so that someone else should investigate the company.
posted
thanks dog. i believe the depth of the audit may become important to us shareholders. the less depth, the greater the chances for inaccuracies imho. i am anxious to see what your auditor says about this.
btw, kudos on starting a dd thread. great idea !
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
also ask your auditor says about the sentence "We were not engaged to perform an audit of internal control over financial reporting. " and how this might possible skew the results of an audit. thanx.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
It would skew it if the company cooked the books.
Enron looked good from the outside... cuz all the books were bad. The internal financial officers and accountants provided false info.
In the auditor's disclaimor he states that they are licensed to perform an audit based on the info provided. An accountant needs special training and licensing to become an audit professional. They also carry very high liability policies and protect themselves with many legal phrases. I know this because I had to find an auditor of my business.
Unfortunately, there's nothing you can do if all of the info is fictitious. But fortunately for us.. there is a paper trail on ownership of the bonds in the 10K, as well as a notarized statement on the Georgia business site at the beginning of the thread. If you haven't looked thru that paperwork.. I highly suggest it.
If they skewed the results of the audit... somebody is getting a nice orange jumpsuit. The auditor always makes this disclaimor in my experience.
posted
FWIW...this guy...klplatt81 used to work for FHAL. He is a big shareholder (per klplatt81, he is the "5th shareholder") from the FHAL days. I have PM'd him a couple of times and he is very confident about what is happening with CSHD. Very nice family man. If you have questions, PM him and ask if you can post his response here.
Better yet...just invite him over here...
quote:Originally posted by dog: Interesting HSM DD by klplatt81. Checking out possible political ties between Mr. Harris and the Republican party.
quote:
Rufus probably lives in the GA 7th or 11th Congressional District based on deeds of record. The zip codes are split between the Districts so I can't tell for sure......following is the Congressional Reps for each district and the 2 State Senators. I just put this info together so haven't spent any time yet looking at their committees or connections. Note also that ConCarne continues to mention the Ga 6th district......these representatives should also be looked at as they seem to pack a pretty good political punch (Tom Price-R, Congress; Johnny Isakson-R, Senate; Newt Gingrich-R, former Speaker of the House).
"Government accountants and auditors work in the public sector, maintaining and examining the records of government agencies and auditing private businesses and individuals whose activities are subject to government regulations or taxation. Accountants employed by Federal, State, and local governments guarantee that revenues are received and expenditures are made in accordance with laws and regulations. Those employed by the Federal Government may work as Internal Revenue Service agents or in financial management, financial institution examination, or budget analysis and administration.
Internal auditors verify the accuracy of their organization’s internal records and check for mismanagement, waste, or fraud. Internal auditing is an increasingly important area of accounting and auditing. Internal auditors examine and evaluate their firms’ financial and information systems, management procedures, and internal controls to ensure that records are accurate and controls are adequate to protect against fraud and waste. They also review company operations, evaluating their efficiency, effectiveness, and compliance with corporate policies and procedures, laws, and government regulations. There are many types of highly specialized auditors, such as electronic data-processing, environmental, engineering, legal, insurance premium, bank, and health care auditors. As computer systems make information timelier, internal auditors help managers to base their decisions on actual data, rather than personal observation. Internal auditors also may recommend controls for their organization’s computer system, to ensure the reliability of the system and the integrity of the data."
I believe Mr. Harris has tried to make the financials (or has appeared to) as transparent as possible to avoid concern over doctored financials.
1 - This is why he specified who will be in charge of the books:
posted
I'm actually an auditor, while fairly green I can tell you that that response is simply something that is included in an audit. Every audit that is completed has a general letter included stating the rules they followed and how the audit was conducted. While those that aren't familiar with the work may think there is more to it, it's really just a basic form included at the beginning of any audit.
These letters can change from audit to audit and whether or not something material is found but generally they are the same.
This is actually something I had to memorize in college, lol...
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posted
For those reading for the fist time these are the links to all prior FHAL/CSHD threads. The oldest link is first and they continue in that order, the first of which dates back to June 14, 2006.
If I missed one or there are older threads, please feel free to add to the list.
posted
i looked up thomas benson and he has impeccable credentials fwiw. there were just some things in the financials i question and if they were just representations of mgt cosigned by an auditor then i have doubts about them. however, financials or not, what happens on the 30th is what will make or break us. only 9 more days till retirement (i hope!!!!!)
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
10ksb subpenny summary 10.16 (compiled from the board members not my personal transcription)
CONVERSATION WITH RUFUS:
"Everything’s been a strategic move for the shareholders"
"Getting several hundred million in interest!"
They have 15 Billion total that can be booked which is available right now. It's not an overnight deal. we have been working on this for a long time.
Rufus said Right- NOT DILUTION!!!
"The Big Show is always the plan" referring to Nasdaq
"PPS should increase" "The shares you have right now have 6 more attached if you dump your share you're dumping everything that goes with it"
RUFUS:
A share issuance due to a reorganization through a merger. These are not dividend shares or forward splits. It's been filed since the original 8K merger agreement.
These shares will NOT be restricted If you sold today your out of luck, if you bought today you get the 6, no settlement waiting or anything
"Go away for 2 weeks, play soccer, go fishin' do whatever, in 2 weeks your new shares will be there."
"Everything’s starting from here I said after the 10K the ball starts rolling, now it's all down here from here."
The reset was posted in the filings from the original 8K to the 8KA. It's not a forward split per say, it's an issuance of shares due to a reset based on the reorganization merger.
That's what I've gleaned from RUFUS. He just mentioned PIPE resets. Not normal here on the OTCBB but normal on bigger stocks.
Q: Was it part of the plan all along?
A: This was all laid out... This way he doesn't need approval, knew he was going to do it this was from the beginning
"It's still $15 / share if you can't do the math I can't help you, it's so simple it's stupid!"
"We met the Qualifications for Nasdaq Tues of Last week!!!!!"
Said that CSHD has met the requirements for up listing since last Tuesday- and to watch for news.
"Go read documents very carefully.........JV's do not receive any funds until we file S3's"
Q: If the PPS is below $11 on the 30th will you reset to $11?
A: No, you've all received your shares... we're giving you the money.....it's for your benefit, it's for your liquidity, not ours"
Rufus said he still has some ACES up his sleeve!
Q: If the PPS stays at around $2 / share in January, then what?
A; "Impossible, there’s a few more steps in the ladder, if it does that I'll be one surprised puppy.
Q: Why wait 'til the 30th?
A: Because I have to let Nasdaq know.
Q: Do they have to approve it?
A: What do they have to approve. I don't have to ask them. I just have to notify them. The only thing they regulate is the time frame - 1o days"
Q: Do you believe it can go to $100?
A: Yes
Q: When?
A: in a few weeks!!
It's up to the shareholder...starve the beast....if you don't flip it hold it, name your price...if you starve the beast..he will go away.......if no one sold for 2 weeks there's no telling where the PPS can go!!!!
Rufus just said that everyone is getting confused because they are thinking of this as a dividend or Forward split and it is neither. It is part of a reorganization merger and the shares were given in consideration of the Price reset. Cash dividends are in the future of the company. It a share issuance not a dividend or split.
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Oracle Financials is an application provided by Oracle Corporation. This is not a system used by small companies and even mid-size companies often shy from it.
This software is a robust corporate suite of applications.
posted
glassman brought up a good point last night - has anyone tried to prove how rufus could do what he said he could instead of trying to disprove it?
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
SubPenny Interview with Tut - later joined by Rufus, Sabra Dabbs, Mike Alexander
from by Flipperbw on HSM: Oct 10th, 2006
mike is asking rufus: what is trigger point when this jack*ss MM's say "we've lost...we gotta start covering these damn shares. rufus kicked our *ss."
rufus: you dont see a battle?
mike: i do...
rufus: everybody, look at whats going on. why so much negativity?
mike: everyone here knows SEC has not done their job. if they did, itd be at over 70.
rufus: at this point, at the time merger agreement was signed, that was IT.
mike: can we beat these jack*sses?
rufus: theyre already beaten.
sabra: beaten.
rufus: taking them a long time to realize, high end brokers are watching it.
mike: do you want people to get certs from brokers
rufus: recommend that you show up on ADP list (we know the rest)
tut: my recommendation was to get them in their names, brokerages HAVE to do that.
rufus: yes, its illegal to not.
mike: you had me at hello. you knew your sh*t. you knew more than i knew. I thank god every day for meeting sabra who brought me to you guys. we can hand it to the shorting brokerage housing *******s.
- rufus says at the beginning, 15 dollars was good. but now that you see potential, you want a reset of 50 dollars. 15 dollars is what the merger says.
mike: when you said 15 per share for my shareholders, i said "where do i sign." (refers to him as "sir") this team will take this company VERY far. thats why I'm long.
- tut is jumping in here: short squeeze is not primary purpose, but the SS, in my understanding, i believe the SS happens with price reset.
rufus: no, thats the short elimination.
- rufus: as of the 29th, no company can LEGALLY hold a short position in this stock. from that point it doesnt matter if nasdaq or otcbb
- reaction to rapid decline in PPS thurs and fri?
rufus: doesnt concern me...
mike: there's a term we've come to know. "it is what it is."
- tut: how far away are we now from 10k/halt/price reset?
within a week. we're waiting on ADP list we requested on the 29th. they told sabra two different stories, first it was from the past, now for future weeks. it should be in their hands on monday.
mike: adp's reputation is shot...
berlin exange question.
tut: practically anyone has the ability to call berlin exchange and say heres a company, take a look at it, and theyll put it on. its very simple, its disgusting.
rufus: and they can affect share price that way.
rufus says hes pretty sure theyre gonna start buying on the berlin exchange, it closed higher on the berlin exchange on friday than it did in the US
- ADP does not handle payroll processing. they complete everything in house. their next step is to bring their own TA in so you can trade through the company on a direct
- legal deadline for 10k...is it friday or monday?
rufus: laughs. if it is not filed, it WOULD be cshde. the deadline is the 15th, falls on a weekend, so its Monday
- everything that's been 8k'ed or pr'ed, they are going to put that in the 10k.
- IF option b is chosen from the merger agreement, shareholders have to give up shares. it was put in as a failsafe.
- about the dividend thing on that website
says "if dividend were to happen, it could happen" likely its not. its not a big deal, mike says. dont DD it, it's kind of a waste
- if you bought after 29th, there will be a PR saying that these are the people you contact to get your shares
- there WILL be a change in the market – rufus
- theyre talking about liabilities now. mike says rufus is a genious, talks about all the things that he's doing with the assets.
- how can you have an asset with no liability?
rufus: wheres the liability?
mike: if i have a billion and give it to rufus, wheres the liability there?
- tut: what are your plans for monday (10/9)?
rufus: meet with caracas group, 4 or 5 meetings with people about these deals.
- why did mike alexander end up with a trillion dollar deal?
mike: because mike alexander is a sneaky SOB. (lol) I said, when the time is right, ill bring my amazon stuff to you, we'll get these losers out of the way (mm's) and we'll get logs from the amazon river. took me a bit longer to actually get a license from brazil, but rufus has the deal. its his deal.
- powerhouse funding: sabra was CEO. one of companies that got her here today.
phfinc.com is site.
- directed to tut: how did you know about various 8ks and pr's?
he says i havent been able to predict them, its based on my due diligence, I expected certain things at certain times.
he says the things he said "fit the timeline....."
- tut asks: when can we expect halt, reset, potential of company?
rufus: (tired) youll see it...in prs and filings.
- how does rufus plan to eliminate shorts without option b in the merger agreement?
mike: merger is complete. new options now.
rufus: it's been done as of the 29th. its over, its done.
- google was a big deal.
MIKE: GOOGLE IS AN INFANT COMPARED TO WHAT YOUVE GOT
CSHD is going to blow every other company out of the water, in my opinion -mike
- mike: they think its too good to be true.
- tut: rufus, i have a question. do you foresee a forward split down the road?
rufus; i foresee the stock splitting multiple times.
mike: its a no brainer.
potential is high enough to see forward splits?
rufus: very easily.
- each subsidiary, each JV will get its own symbol, and every shareholder will get shares in those companies.
- diversified portfolio in one stock.
- when will site be updated with new ADP?
if we get it on monday, if ADP is on time....
mike: who gives a flying f*ck about adp? who cares?
- rufus: when everybody has their shares, watch where we go next. have a bottle of champane ready, and sit back. you will have no more questions.
- mike: its bullsh*t shares on the ask right now. theyre selling air.
- rufus: if it goes over 5 bucks, then it hits a whole new range of investors...we've been approached by large corporations
-- Transcription picked up from here by NORTHSTAR --
- Talking about nephew again of richest man
- Could be a huge deal
- Also mentioned that many deals could happen, dont have time to address it right now, could happen soon but cant return all the phone calls
- Talking about brokers again, how they have to legally give the investor what they deserve in terms of value per share, otherwise you have the right to sue.
- In other words, you all are entitled to your money
- Simon: Tut seems to know what he is talking about. Question asked, whether Rufus is certain that he can guarantee 15 dollars per share.
Rufus: Its already done. Documents already received...everything in motion. September 13th official merger completion date. It was done then.
*** - Simon: If Market Makers control price of stock, how will the reset actually work if MMS control both the bid and the ask?
Rufus: In this particular merger, it is an aquisition. Fronthaul aquired CVSU b/c Fronthaul was public, CVSU was private. Fronthaul was at 8/10 per share when they signed the deal. Therefore, fronthaul had higher value share per share in merger than CVSU. Therefore, fronthaul aquired CVSU. One for 1. 111 million shares issued in agreement. Total, including fronthaul float, and the 49 million from Waatle/CVSU. In that process, when one company aquires another one, allowed to recalculate the book value and reset the price of your company through filings because the value of the two companies combined shows more value. Similar to IPO but not the same thing. Just revaluing the new entitity. ***
- When 10k hits, it hits. Do not stress out by watching and getting all frustrated. It will happen...relax everyone.
- They are saying to sit easy, and for us not to overanalyze this.
- Do not involve emotions, remember everything is in the 8ks.
- Simon is saying basically, if you arent confident, sell.
- If you have faith, then have patience and see the reset eventually.
- ADP will deliver information maybe Monday? Sabra said it will probably be monday, however they cannot speak for ADP since ADP promised thursday, friday, etc. however it will still happen when it happens, no guarantees
- NOTE THE TIME : 2:29 AM Rufus: "Watch tomorrow" Tut: "You're starting to sound like me now, rufus!"
- Rufus: Received almost 729 phone calls in 2 days We know people are going to be left out, have problems Dont hesitate to call, and please if you have a problem they will resolve your issues.
- Simon says if you start getting shaken, dont bring out the L2s and dont overanalyze. Either decide to be patient, or just sell.
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quote:Originally posted by 66inxs: i looked up thomas benson and he has impeccable credentials fwiw. there were just some things in the financials i question and if they were just representations of mgt cosigned by an auditor then i have doubts about them. however, financials or not, what happens on the 30th is what will make or break us. only 9 more days till retirement (i hope!!!!!)
I will caution everyone here...There was no promise of anything by 10/30. The document clearly states "...on or about..." 10/30.
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posted
i believe this is an all or nothing play that depends on how rufus handles the issuance of the 6 extra shares on the 30th. if he is sloppy like he was with the 10k this could really go south and not recover. he had better dot the i's and cross the t's on this one.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
OVERVIEW OF THE REVERSE MERGER PROCESS: cvsu, a private company, has merged into fhal, a public shell company, to become new entity CSHD Conversion Solutions)
What is a Reverse Merger with a Public Shell?
A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company. The private company shareholders receive a substantial majority of the shares of the public company (normally 85% to 90% or more) and the control of the board of directors. The transaction can be accomplished in as little as two weeks, resulting in the private company becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 15 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, and financial statements audited to US GAAP, standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934. (See Sec Final Rule33-8587, pdf file)
If the shell company is listed on the Bulletin board, the registered or “free trade” shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a Form C211 by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ. Top of page.
Advantages of Going Public Through a Reverse Merger or a Public Shell Purchase
* Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies. * Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering. * Acquisitions: Making acquisitions with public stock is often easier and less expensive. * Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees. * Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders. * Reduced Costs: The costs are significantly less than the costs required for an initial public offering. * Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO. * Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended. * Reduced Management Time: Traditional IPOs generally require greater attention from senior management. * Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger. * Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO. * Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)
Top of page
Disadvantages of being Public either via a Reverse Merger or an IPO
* Less Confidentiality – complete financial disclosure is required to become publicly held. * More Public Reporting – Reporting expense is greater because of the need for full disclosure. * Ownership Dilution – Owners give up some equity percent. * Greater Time Involvement – Management must devote additional time to public company operations. * Greater Liability – More company visibility brings a higher level of liability exposure. * Increased Expense – Higher costs of regulatory compliance for audit, legal and investor relations.
In 1970, Ted Turner acquired control of Rice Broadcasting (WJRJ-TV) in Atlanta, Georgia. Eventually this company became Turner Broadcasting and was acquired by Time/Warner and later merged with America Online. Ted Turner is now one of the wealthiest men in the world.
In 1996, Muriel Siebert, the first woman to purchase a seat on the New York Stock Exchange (NYSE), reverse merged her discount brokerage house, Muriel Siebert & Co., into J. Michaels, Inc., a defunct, but publicly traded Brooklyn furniture company. The stock has since traded over $70 a share.
In 1999, Tony Robbins, best selling author of "Awakening the Giant Within", conducted a reverse merger with GHS, Inc. whose stock soared from $0.75 to over $12 a share.
Other well known companies that can trace their roots back to a successful reverse merger with a public shell include Blockbuster Entertainment, Inc., Occidental Petroleum Corporation, Waste Management, Inc., and RadioShack Corporation.
posted
now im not entirely up on what went wrong, BUT was it not the auditor who made a mistake by not including his statment in the amended 10KSB-A?
was it a mistake rufus made, or a mistake someone else made that rufus simply didnt catch?
big difference in the realm of who is being sloppy.
~BB
quote:Originally posted by 66inxs: i believe this is an all or nothing play that depends on how rufus handles the issuance of the 6 extra shares on the 30th. if he is sloppy like he was with the 10k this could really go south and not recover. he had better dot the i's and cross the t's on this one.
posted
the auditor is not the person who files the 10k rufus and the company are. the auditors job ends when he provides the opinion. however it would be interesting to know who prepared the 10k for filing. rufus could have been let down by his attorney!
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
I hate to dirty up this beautiful new thread with a non-DD (ish) question, but they locked the other one so I'm not sure where else to post it.
I'd like some speculation on what will happen given the best case scenario that we are hoping for. For the sake of this conversation, lets say that the 30th comes around and the short squeeze happens, meaning (again for the sake of this argument) a closing price of $20 per share.
Now, all of my shares were purchased on the 4th and 6th of October. They are in an account with Scottrade. I have no way of knowing (yet) if what I have are real or air shares, I'd guess there is better than a 75% chance that they are air. I believe that Scottrade will be on the hook for providing me with real shares or something of equivilent value. So, my question to you folks is this...
In my situation, is it worth requesting the certs at this point (considering it is unlikely that I could recieve them before the 30th), or should I just look forward to joing whatever actions Rufus has planned to help me get propper compensation.
The Company's plan of operations for the remainder of 2006 is to raise capital against its asset base and develop its’ role in the niche market for securities offerings using asset based funding techniques. This entails the development of the CSHD business model. CSHD intends to list its stock on the NASD. To this end, CSHD is in discussion with various market makers to engage in a firm underwriting using a syndicated market distribution approach. Moreover, CSHD intends to set up a captive insurance operation through its’ insurance liaison with Lloyds affiliations, who are members of the CSHD team. CSHD intends to write policies to cover its loans, when applicable and secure the proper re-insurance for underwritten loans through the London reinsurance markets and other applicable markets. CSHD has made arrangements to secure primary insurance against loan loss through the London insurance market and others and has several reinsures available for the underwriting of such insurance through its captive. CSHD is setting up to operate an ABS management company in manage its portfolio. CSHD intends to operate its business and apply for a company rating from Fitch rating service. As CSHD’s public target will have been a corporate entity for more than five (5) years with more than 3 years of operating history, it will qualify for submission to Fitch Rating Service for a company rating. Such a rating will be beneficial in Europe and the US.
PAGE 22
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).
PAGE 25:
The Audited Financials notes to the 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).
On July 8, 2006, The FrontHaul Group, Inc., a Delaware corporation ("FHAL"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Conversion Solutions, Inc., a Delaware corporation ("CVSU"). The Operation of the Fronthaul Group, Inc. was discontinued and the reorganized corporation board of directors set a side $2,000,000 USD to cover any possible losses that may be incurred under the merger agreement.
PAGE 41:
FHAL and the Company intend to file an S-4 registration statement/prospectus in connection with the proposed Merger for the registration of the Company shares pursuant to the Merger agreement. Completion of the Merger is subject to customary closing conditions, including, among other things, (i) absence of any order or injunction prohibiting the consummation of the Merger; (ii) the accuracy of the representations and warranties of the each party; and (iii) compliance of each party with its covenants.
GLOBAL FUNDING AGREEMENT #252455779-08122006-LBH
On August 18, 2006, subsequent to our audit period and not audited or reviewed as part of these financial statements, Conversion Solutions Holdings Corp. entered into a Global Funding Agreement #252455779-08122006-LBH with the Humanitarian & Scientific World Foundation, LTD., a Georgia LTD Foundation.
The funding agreement brings a Four-Hundred and Fifty Million Euro ($579,149,833 USD converted) denominated Note on Lehman Brothers Holdings PLC with a 6 1/8% coupon to the Company's Assets. The MTN holds an S&P, Fitch, and Composite A+ rating with a Moody's A1 rating.
Effective August 22, 2006, Conversion Solutions Holdings Corp. and the Humanitarian & Scientific World Foundation, LTD., a Georgia LTD Foundation increased the Deposit under Global Funding Agreement #252455779-08122006-LBH, with the addition of the following bonds; Republic of Finland $749,000,000 Million Euro with a 6% coupon.
Because these transactions (Global Funding Agreements) occurred subsequent to the audit period, they were not reviewed or audited but merely referenced to and disclosed in these footnotes.
posted
you are right, i wasnt specific enough. the auditor, the attorney... whomever. i mean, does a CEO really read his own entire 10K and proofread/correct the professionals he hired to draft it?
i.dont.think.so.
and fyi, see my quote above from the 10KSB-A. the date says IS THE 30TH OF OCTOBER.
and we dont need to argue what the definition of is, is. Do we Bill?
~BB
quote:Originally posted by 66inxs: the auditor is not the person who files the 10k rufus and the company are. the auditors job ends when he provides the opinion. however it would be interesting to know who prepared the 10k for filing. rufus could have been let down by his attorney!
posted
personally i would advise against getting your certs. the extra shares will be tradable as soon as scotty posts them to our accounts. i believe you need to hedge against a "run for the border" to sell when the shares are issued. everyone grabs quick bank imho no matter what they post.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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quote:Originally posted by betting babe: now im not entirely up on what went wrong, BUT was it not the auditor who made a mistake by not including his statment in the amended 10KSB-A?
was it a mistake rufus made, or a mistake someone else made that rufus simply didnt catch?
big difference in the realm of who is being sloppy.
~BB
quote:Originally posted by 66inxs: i believe this is an all or nothing play that depends on how rufus handles the issuance of the 6 extra shares on the 30th. if he is sloppy like he was with the 10k this could really go south and not recover. he had better dot the i's and cross the t's on this one.
Since the company has not addressed this, we really don't know what happened. From reading various accounts and alledged conversations with the SEC and NASD from many boards, my understanding was that CSHD had referenced the auditors comment from the 8KA along with a few other statements. The NASD/OTCBB wanted those included in the 10K instead of merely referenced. That is my understanding, it could be wrong but the only way we will know for sure is when the company decided to comment.
Nice job on this thread. It will make things much easier for newbies and potential investors. Bravo to all who are participating and to Dog for taking the initiative.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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