posted
bb you have a valid point but this incident just proves how you have to be vigilant and watch out for others mistakes before signing and filing stuff. he had a duty to know imho, but hindsight is 100% as we well know. next time, i bet he checks !
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
I think you are expecting a bit much from Rufus. He doesn't pay auditors, accountants, and lawyers just so he can go back and check their work himself. These people aren't interns doing this for the first time. Does he read most everything that he signs? I'd like to think so, but I wouldn't expect him to be a professional editor. Mistakes will happen, things will slip through the cracks. Errors can look bad and in this situation the company has a rabid following to critique every single thing they do. In this situation anything that slips through the cracks will be addressed, the company just needs to be given the appropriate amount of time to react to these things. As evidenced by them getting that E off on Monday, I'd say they are doing an adequate job.
quote:Originally posted by 66inxs: bb you have a valid point but this incident just proves how you have to be vigilant and watch out for others mistakes before signing and filing stuff. he had a duty to know imho, but hindsight is 100% as we well know. next time, i bet he checks !
Posts: 2024 | From: New Orleans, LA | Registered: Apr 2006
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posted
Here's a question I would like to ask- should the 10-K have included/broken out FHAL's debt. Maybe I missed it, but didn't see it specifically spelled out when reviewing the 10-K. In an earlier interview with Rufus on Paltalk, I believe- he mentioned that FHAL had a significant, but not unmanagable debt.
I don't know if this is a big deal or if it will be a future concern for a potential move up into the BIG BOARD, but wanted to throw this out there for discussion.
Posts: 949 | From: Little Rock, AR | Registered: Dec 2005
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quote:Originally posted by bilgert: Here's a question I would like to ask- should the 10-K have included/broken out FHAL's debt. Maybe I missed it, but didn't see it specifically spelled out when reviewing the 10-K. In an earlier interview with Rufus on Paltalk, I believe- he mentioned that FHAL had a significant, but not unmanagable debt.
I don't know if this is a big deal or if it will be a future concern for a potential move up into the BIG BOARD, but wanted to throw this out there for discussion.
from the 10K:
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.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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quote:Originally posted by bilgert: Here's a question I would like to ask- should the 10-K have included/broken out FHAL's debt. Maybe I missed it, but didn't see it specifically spelled out when reviewing the 10-K. In an earlier interview with Rufus on Paltalk, I believe- he mentioned that FHAL had a significant, but not unmanagable debt.
I don't know if this is a big deal or if it will be a future concern for a potential move up into the BIG BOARD, but wanted to throw this out there for discussion.
I thought one of the reasons CSHD was going to be able to do a reissue of shares was because of the merger with FHAL and their debt.
They needed a company with a negitive speadsheet in order accomplish what we are seeing now.
Am I correct in this statement??
Posts: 6410 | Registered: Jul 2006
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posted
more successful reverse mergers from the www:
* Armand Hammer, world-renowned oil magnate and industrialist, is generally credited with having invented the “Reverse Merger”. In the 1950s, Hammer invested in a shell company into which he merged multi decade winner Occidental Petroleum. * In 1970 Ted Turner completed a reverse merger with Rice Broadcasting, which went on to become Turner Broadcasting. * In 1996, Muriel Siebert, renown as the first woman member of the New York Stock Exchange, took her brokerage firm public by reverse merging with J. Michaels, a defunct Brooklyn Furniture company. * One of the Dot Com fallen angels, Rare Medium (RRRR), merged with a lackluster refrigeration company and changed the entire business. This was a $2 stock in 1998, which found its way over $90 in 2000. * Acclaim Entertainment (AKLM) merged into non-operating Tele-Communications in 1994.
posted
surfer, i believe there were requirements so that they could exercise rule 386 and reset, but i dont remember any reissue of shares mentioned in regards to fhal debt.
posted
Wally......Good to see you posting on this thread today..I'm glad your still with us because your insights contribute to provoking thought and questions that are woprthwhile to consider, in addition to the DD you post.....GLTA
-------------------- "No nation was ever ruined by trade." Benjamin Franklin Posts: 533 | From: Dooville, Indiana | Registered: Jul 2006
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posted
i guess i was expecting too much out of rufus. that's why we hire professional help. but someone blew it big time and i don't blame rufus for being really angry about it. i agree with crabs post.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
As to the auditor's opinion letter..it reads to me as the CPA was engaged to audit the substance and materiality of the numbers in financial statements, and such is what his opinion is stating.......the passage about not reviewing the internal control system I beleive would require additional procedures and reviews of CSHD's internal control system. The CPA's opinion letter is simply stating that they did not perform such testing (probably the internal control system review was outside of the scope of the work the CPA was contracted to audit), which may not be unusal. This could be understood by calling CSHD and talking with Sabra or Mitch....perhaps that can be done on Monday...........BTW, my comments here are IMO, however I will offer that I have worked in internal auditing at a Fortune 500 company and for one of the Big 8 accounting firms, for over 10 years experience combined, in the 1980's and 1990s. FWIW
-------------------- "No nation was ever ruined by trade." Benjamin Franklin Posts: 533 | From: Dooville, Indiana | Registered: Jul 2006
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quote:Originally posted by wallymac: from the 10K:
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.
GLTA Wally
Posts: 949 | From: Little Rock, AR | Registered: Dec 2005
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posted
66, i dont think you 'expected too much' out of rufus. he does come across as super-CEO, and when he trips there seems to be a collective gasp.
however, if a CEO was to proofread the 10k himself and make corrections, then it would effectively negate the auditor's statement that they had prepared the document, as an impartial party, imo. now i dont know if there are other parts that the attorney is responsible for, or an SEC advisor... BUT i dont believe rufus runs the company with complete sovereignty.
and let me give you another example:
i recently inquired with one of my full-service brokers as to their take on the 10K. i asked if they could simply check with their OTC desk, see if there was anythihng 'funny' looking with the 10k or if they saw anything about the 6-1 share distrib etc. basically, had he done so, he would have seen the E pending, like everyone else that could see that privvy info did. INSTEAD he told me "if you cant read a 10k then you have no business investing in the stock" and that is a quote.
it takes a team of specialists to run a company.
it takes personal research and professional advisors to be an investor in a company.
it takes a team of people with various strengths to contribute to this board.
posted
thanks for the help bucky. i just wanted to know if this was unusual or not or if this was a qualified opinion letter. i was hoping to find this out. as an auditor, what do you think about the financials ?
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
A more broader definition of hypothecation for id-juts like me; honestly, I knew of the practice, but not the term 'hypothecation' for bonds until 2 weeks ago, lol.
Webster, I am not- the dictionary or Emmanuel Lewis character.
"1. Banking. Offer of stocks, bonds, or other assets owned by a party other than the borrower as collateral for a loan, without transferring title. If the borrower turns the property over to the lender who holds it for safekeeping, the action is referred to as a pledge. If the borrower retains possession, but gives the lender toe right to sell the property in event of default, it is a true hypothecation. 2. Securities. The pledging of negotiable securities to collateralize a broker's margin loan. Of the broker pledges the same securities to a bank as collateral for a broker's loan, the process is referred to as rehypothecation." [Dictionary Of Banking Terms, Fitch, pg. 228 (1997)]
quote:Originally posted by wallymac: Here are the Google links on how bonds are Hypthocated.
posted
As Glass pointed out last night, there will be alot of clarity when the 10Q comes out, as far as the current share structure since the merger and the 6:1 offering. as well as more current assets that were not on the 10K filing since that was up to June of this year. I would expect very little in the PPS until that time, unless there are PR's and 8K filings.
I think that with this last little over sight in the filing of the 10K (which I think if it were any other company would have been "over looked") Rufus is going to make sure that each and ever I is dotted and T crossed.
-------------------- #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
FHAL was not under a lot of SOX requirements for most of its life. CSHD due to the very nature of it's financial involvement will have heavy SOX related activities and therefore will have SOX internal controls in the near future. The auditors will have that work to do in the future whereas they did not require it in the past.
The 10Q will fill out most of this story.
Also...the other day I said to "wait for it".
I was not waiting for the "Rufus Letter"...I am still waiting for it and I do not think whatever I am waiting for will come on my time line...Rufus will deliver at a time of his choosing.
As I have said many times...the pieces are all set. They only have to be moved. The "squeeze" has not yet been triggered no matter what anyone thinks or says. There is only one more switch I can see that needs flipped.
This is an all or nothing play...either Rufus can pull it off or he can't. Hence I have said MANY times for everyone to mitigate risk here.
Think to yourself...What is the Cobra...What is Rufus?
This will be one hell of a movie!
-------------------- - "Pay it Forward" Posts: 1524 | Registered: Jun 2006
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posted
Bilgert - yesterday in different words you said you were concerned that Rufus had not filed anything with the State of Delaware regarding the share issuance. I thought all he had to do was notify Nasdaq about it. Your statement confused me. I was searching all last night for what the requirments are for giving shares as part of a merger & found nothing about filing anything except with SEC & Nasdaq.
Do you know for sure if he was supposed to file that with anyone else?
-------------------- ..just remember....Family is EVERYTHING!! Posts: 3944 | From: Rochester, NY | Registered: Sep 2006
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quote:Originally posted by portman: FHAL was not under a lot of SOX requirements for most of its life. CSHD due to the very nature of it's financial involvement will have heavy SOX related activities and therefore will have SOX internal controls in the near future. The auditors will have that work to do in the future whereas they did not require it in the past.
The 10Q will fill out most of this story.
Also...the other day I said to "wait for it".
I was not waiting for the "Rufus Letter"...I am still waiting for it and I do not think whatever I am waiting for will come on my time line...Rufus will deliver at a time of his choosing.
As I have said many times...the pieces are all set. They only have to be moved. The "squeeze" has not yet been triggered no matter what anyone thinks or says. There is only one more switch I can see that needs flipped.
This is an all or nothing play...either Rufus can pull it off or he can't. Hence I have said MANY times for everyone to mitigate risk here.
Think to yourself...What is the Cobra...What is Rufus?
This will be one hell of a movie!
imho you hit the nail exactly on the head. this will probably either soar or crash quickly as we saw last week. i already mitigated my risk, and hope others here do too. if we all keep on top of this we will probably do pretty well with this play.
-------------------- I'm from Missouri - Show Me! Posts: 950 | From: Middle of Nowhere, Missouri | Registered: May 2006
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posted
So now they have closed the other thread? Well, now... that worked as planned didn't it?
Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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posted
Tax, Allstocks won't allow 2 threads on the same stock on the same board...During the trading hours perhaps we could use the .11 and up thread that is already going...so that people can chat during the trading day...Problem is? when things get going...info will be posted there so there will still be two threads that don't have all the info...
posted
Oh I remember the two thread days... I wonder why Allstocks has that rule? Maybe because having two threads doesn't make sense? Hmmm just a thought.
I think people are taking this whole thing a bit too far. If a PR came out right now... where do we post it?
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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quote:Originally posted by Jenna: Bilgert - yesterday in different words you said you were concerned that Rufus had not filed anything with the State of Delaware regarding the share issuance. I thought all he had to do was notify Nasdaq about it. Your statement confused me. I was searching all last night for what the requirments are for giving shares as part of a merger & found nothing about filing anything except with SEC & Nasdaq.
Do you know for sure if he was supposed to file that with anyone else?
In order for a company to change the Authorized Shares structure they need to file an amendment to the articles of incorporation with the Secretary of State in the state that they are incorporated. Which in this case is Delaware. That step will be neccessary prior to them being able to issue us additional shares(the 6-1 threshold price reset shares).
On another related note, when the board of directors took action to remove Thomas Mensah from AISS, they stated that individuals: From the PR and 10K KENNESAW, Ga., September 21, 2006-- Conversion Solutions Holdings Corp (OTC BB: CSHD), a Delaware Corporation announces the following current events have taken place.
"CSHD would like to announce that during an Emergency Board meeting called for the Joint Venture Corporation of American International Smart Structure it was voted and resolved to remove Dr. Thomas Mensah as President and CEO of AISS and to offer a share swap transaction to all Georgia Aerospace shareholders.
Notice: To all Georgia Aerospace shareholders please contact Mitchell Sepaniak at 770-420-8270 Extension 2382 to arrange a share swap transaction for CSHD."
We need to be prepared for this because, IMO, the Authorized Shares structure will have to be increased to between 800M and 1B shares. Believe me when I say that much will be made of this. Those critical of the company and intent on bashing it will use it as the sign of massive dilution. We need to discuss it as well as be prepared for it.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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We need to be prepared for this because, IMO, the Authorized Shares structure will have to be increased to between 800M and 1B shares. Believe me when I say that much will be made of this. Those critical of the company and intent on bashing it will use it as the sign of massive dilution. We need to discuss it as well as be prepared for it.
GLTA Wally
Wally, in view of the fact that all current shareholders will be given 6 for 1, I would say we are not being diluted, correct? But it will appear that we are to the untrained eye I assume. From our point of view, it seems more like an FS, even though technically it is not. Am I on the right track? TIA,
quote:Originally posted by portman: I will caution everyone here...There was no promise of anything by 10/30. The document clearly states "...on or about..." 10/30.
Well "on or about" probably comes from the "after hours" PR that came out on the 16th
quote:"The Threshold Price Reset means that for every share you owned as of the close of business today you will receive 6 additional share (no fractions will be issued and will be rounded down to the nearest whole) of CSHD on or around October 30, 2006. This transaction will take the total issued share number to 618,813,942 giving the corporation an estimated book value of $11.78," stated Rufus Paul Harris, Chief Executive Officer.
quote: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.
We need to be prepared for this because, IMO, the Authorized Shares structure will have to be increased to between 800M and 1B shares. Believe me when I say that much will be made of this. Those critical of the company and intent on bashing it will use it as the sign of massive dilution. We need to discuss it as well as be prepared for it.
GLTA Wally
Wally, in view of the fact that all current shareholders will be given 6 for 1, I would say we are not being diluted, correct? But it will appear that we are to the untrained eye I assume. From our point of view, it seems more like an FS, even though technically it is not. Am I on the right track? TIA,
masta
Yes. What I am attempting to point out is the fact that many will take advantage of this to prove they are correct in their previous assumptions. At this point none of us can point to anything to refute, other than Rufus saying so during the interview on SubPennyRadio. I cannot find anything that shows how it will be done. Hope that others more knowledgable than I can find something.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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posted
Welcome aboard Masta! Wally...from Spooky's post above: This transaction will take the total issued share number to 618,813,942 giving the corporation an estimated book value of $11.78," stated Rufus Paul Harris, Chief Executive Officer.
quote:Originally posted by mastaflash:
quote:
We need to be prepared for this because, IMO, the Authorized Shares structure will have to be increased to between 800M and 1B shares. Believe me when I say that much will be made of this. Those critical of the company and intent on bashing it will use it as the sign of massive dilution. We need to discuss it as well as be prepared for it.
GLTA Wally
Wally, in view of the fact that all current shareholders will be given 6 for 1, I would say we are not being diluted, correct? But it will appear that we are to the untrained eye I assume. From our point of view, it seems more like an FS, even though technically it is not. Am I on the right track? TIA,
masta
-------------------- #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
There is also another area we should explore. I believe that Rufus has mentioned this in the past.
wallymac Member
Member Rated: 4 Icon 1 posted October 19, 2006 13:57 Profile for wallymac Send New Private Message Edit/Delete Post
quote:Originally posted by dog: My concern is that the "E", from the auditor's opinion not being on the 10-k will hurt a possible NASDAQ move.
I agree. Maybe not in the long run but in the short term. I could be wrong but I remember something about also filing an Form S-3. One of the qualifications is that all of your previous filings have been compliant. Here's the S-3 form.
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