posted
WHEREAS, shareholders owning a 51+% majority of the 159,000,000 outstanding shares of the Company as evidenced by the signatures to these shareholder minutes have determined it is in the best interest of the Company for a new set of directors be appointed to take control of the Company in lieu of the present board and managements violating certain provisions of the Merger Agreement including, but not exclusive of, Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission for filing erroneous financial statements, publishing questionable press releases, the NASD's halting of trading in the Company's shares, and not filing proper documents and amendments with the Delaware Secretary of State
OK see now that the proper filings should have been filed in Delaware.
You know what I think after reading this.
We have the bonds. The SEC admits this and now after doing the proper filings we are on our way!!!!!!
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quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
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quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
LOL - didn't mean to quote you - great minds think alike I suppose!
-------------------- Study before you buy, Sell before you think about it....
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quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
quote:Originally posted by thedoctor: Without even the slightest doubt in my mind folks, this has to be very positive. I have thought about this and discussed this with a few people not involved in this stock...but very strong players on Wall Street. This has to be part of an agreement with the SEC. It has all the designs of a settlement to be announced very soon. The company is making changes on the web site, things being removed from the site......evrything points to it. The reason for no PR or any type of announcement is because of some type of time frame in the agreement. I would be willing to wager lots of money that there is an agreement between parties. It is so obvious that it has happened. I may be way off here, but several others that would be able to give "educated" opinions feel strongly the same as I do. I would look at this very positively.
I agree Doc...I have talked with some people as well and not one of them sees this as a bad thing. ALL see this as a good / great thing for the company / shareholders. They (SEC) wanted Rufus gone. He took a sword for us. I think this has been in the works for some time now...he / they knew it would come to this. They were prepared for it. It is my belief that they have already hired or are in the process of hiring a "Wall Street" savvy CEO to take us through the gates to victory. JMHO.
-------------------- "If you go the Extra Mile there will be no Traffic Jams".
posted
This part worries me. Sounds like an admission of guilt....
in lieu of the present board and managements violating certain provisions of the Merger Agreement including, but not exclusive of, Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell
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quote:Originally posted by Spooky: Just tried to call the number mentioned (940) 321-1074 and heard "Thank you for calling JMS Construction, please leave a message and we will return your call" ... Huh
Bump... Does this make sense to anyone?
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quote:Originally posted by a surfer: NEWWSSSS!!!! Conversion Solutions Updates Shareholders
Thursday , November 02, 2006 15:18 ET
LAKE DALLAS, TX -- (MARKET WIRE) -- 11/02/06 -- Conversion Solutions Holdings Corp. (OTCBB: CSHD), a Delaware Corporation, announces the following current events have taken place.
SPECIAL MEETING OF MAJORITY SHAREHOLDERS OF THE FRONTHAUL GROUP, INC./CONVERSION SOLUTIONS HOLDINGS, CORP.
Pursuant to the provisions of Delaware Business Corporation Act, as amended, the undersigned directors, being a majority of the shareholders of The Fronthaul Group, Inc./Conversion Solutions Holdings, Corp., a Delaware corporation (the "Company"), acting by written consent, hereby adopt the following corporation shareholder resolutions and hereby consent to the taking of the actions set forth therein.
WHEREAS, shareholders owning a 51+% majority of the 159,000,000 outstanding shares of the Company as evidenced by the signatures to these shareholder minutes have determined it is in the best interest of the Company for a new set of directors be appointed to take control of the Company in lieu of the present board and managements violating certain provisions of the Merger Agreement including, but not exclusive of, Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission for filing erroneous financial statements, publishing questionable press releases, the NASD's halting of trading in the Company's shares, and not filing proper documents and amendments with the Delaware Secretary of State.
WHEREAS, Michael A. Alexander has offered to return to the Company as its Chairman of Board and Chief Executive Officer to oversee the restructuring and operations of the Company.
WHEREAS, Randy Moseley has offered to return to the Company as its Chief Financial Officer to assist Mr. Alexander's in the restructuring and manage the financial aspects of the Company.
RESOLVED, that Michael A. Alexander be appointed as the Company's sole director in replacement of Rufus Harris and Darryl Horton, the current directors of record with the Delaware Secretary of State and any other directors that might have been appointed and not reported to the Delaware Secretary of State.
RESOLVED FURTHER, that Michael A. Alexander be appointed as the Company's Chief Executive Officer and President the Company.
RESOLVED FURTHER, that Randy Moseley become the Company's Chief Financial Officer upon the resignation or termination of Darryl Horton.
RESOLVED FURTHER, Michael Alexander and other management personnel appointed by Mr. Alexander as sole director be authorize to establish corporate bank relations and accounts for the Company.
RESOLVED FURTHER, that Michael Alexander be authorized to establish the corporate offices for the Company in a location that he deems appropriate and accumulate and secure all the Company's financial records at the selected location.
RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible.
RESOLVED FURTHER, that the Company terminate all existing employment agreements and authorizes the new board of directors to negotiate employment agreements with new management as deemed necessary.
RESOLVED FURTHER, that Michael Alexander, as sole director, be authorized to cancel shares of common stock issued to the replaced board of directors and management as he deems equitable.
The execution of this Consent, which may be accomplished in counterparts, shall constitute a written waiver of any notice required by the Nevada Business Corporation Act or this corporation's Articles of Incorporation and Bylaws.
Dated: November 2, 2006.
"Based on current events, the major shareholders have approached me and asked me to return to the company as the Chairman of the Board and Chief Executive Officer. I have chosen to resume this role as my shareholders best interest, have always been foremost in my mind. I personally feel this is the right move at this time. I ask every shareholder only read and except information which will come from me in this time of transition. We do not intend to change the business model or management at this time. I will be diligent in updating the shareholders during this process. I spoke directly with Rufus Paul Harris prior to the majority shareholder meeting and have his 100% support. I regret his hasty departure from the company, as I feel every person is innocent until proven guilty. I look forward to working with the SEC, Ben Stanley, and Sabra Dabbs in moving this company in the right direction and resolving current issues. Any questions please feel free to contact the company at (940) 321-1074," says Michael Alexander Chairman/CEO Conversion Solutions Holdings Corp.
-------------------------------------------------------------------------------- Contact: Michael Alexander (940) 321-1074
quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
NO!!! The officers!!
Yes, they would amend the officers, but they COULD amend just about anything they wanted, including the 6-for-1 dealie regarding Oct. 16th.
-------------------- Study before you buy, Sell before you think about it....
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quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
NO!!! The officers!!
Yes, they would amend the officers, but they COULD amend just about anything they wanted, including the 6-for-1 dealie regarding Oct. 16th.
quote:Originally posted by TaxBack04: Here is the only part I don't like.
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible. "
That concerned me as well Tax.....what is there to amend? The bonds?
NO!!! The officers!!
Hey thanks a surfer you are right that would have to be corrected. I am still worried they will touch the section on the 6:1. I mean I just posted my concerns on a new 10KSBA about an hour and a half ago and now they are annoucing an amendment.
quote:Originally posted by thedoctor: Without even the slightest doubt in my mind folks, this has to be very positive. I have thought about this and discussed this with a few people not involved in this stock...but very strong players on Wall Street. This has to be part of an agreement with the SEC. It has all the designs of a settlement to be announced very soon. The company is making changes on the web site, things being removed from the site......evrything points to it. The reason for no PR or any type of announcement is because of some type of time frame in the agreement. I would be willing to wager lots of money that there is an agreement between parties. It is so obvious that it has happened. I may be way off here, but several others that would be able to give "educated" opinions feel strongly the same as I do. I would look at this very positively.
I agree Doc...I have talked with some people as well and not one of them sees this as a bad thing. ALL see this as a good / great thing for the company / shareholders. They (SEC) wanted Rufus gone. He took a sword for us. I think this has been in the works for some time now...he / they knew it would come to this. They were prepared for it. It is my belief that they have already hired or are in the process of hiring a "Wall Street" savvy CEO to take us through the gates to victory. JMHO.
-------------------- "If you go the Extra Mile there will be no Traffic Jams".
quote:Originally posted by SherriT: Yeah these were my immediate thoughts:
1) Ecowood - who manages that in Mike's place and/or do they MERGE?
2) Amended filings - they didn't say they were guilty of everything, but I didn't like
"for a new set of directors be appointed to take control of the Company in lieu of the present board and managements violating certain provisions of the Merger Agreement including, but not exclusive of, Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission for filing erroneous financial statements, publishing questionable press releases, the NASD's halting of trading in the Company's shares, and not filing proper documents and amendments with the Delaware Secretary of State."
It doesn't say we are guilty, it says it caused the investigation - but it DOES admit we violated certain provisions in the merger agreement, namely sections 2, 4, and 6 - haven't dug into that just yet (attempting to work too)
3) This makes me the most nervous:
"RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible."
-------------------- Study before you buy, Sell before you think about it....
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posted
Yes but if the ammended 10-KSB is a disaster then why does Alexander agree to come back? The guy knows enough about what is going on not to touch this thing if it is about to tank. He also knows that the stockholders were told they would get a 6-1 split while the stock was still trading. Cannot pull that back or the shareholders will have reasonable cause to say they were duped. Rufus may be a scapegoat to the SEC but CSHD is still responsible for his actions while in office.
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posted
Not freaking out. Not worried at all about the future of CSHD. Concerned about Rufus, concerned about the future of small companies trying to get a start in the market.... but not concerned about us.
Mike Alexander came back for a reason and honestly i think it was the plan all along.
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posted
Hey as far as I am concerned the promises that were made to we, the shareholders, were made by Rufus Harris in his capacity as CEO of CSHD. Not Rufus Harris the private citizen. The company had better not decide to go back on everything he promised....
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell
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WHEREAS, Randy Moseley has offered to return to the Company as its Chief Financial Officer to assist Mr. Alexander's in the restructuring and manage the financial aspects of the Company.
RESOLVED FURTHER, that Randy Moseley become the Company's Chief Financial Officer upon the resignation or termination of Darryl Horton.
-------------------- Success is having the time and money to enjoy all of life's wonders...
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posted
Well the story gets even better ....... I think the whole 6 for 1 deal is history . I think Rufus knew he made a mistake after he said it but couldn't admit that . As for Rufus taking a sword for the company ..... please , thats not even the case . Rufus talked out of place and promised things he couldn't give . Now the company has its back against the wall . The only way out of this is to clean house . They will issue another 10KA and it could have all of the original things in it or nothing at all .
There is a silver lining to all of this ...... who in their right mind would take over this madness if there wasn't something of value in it ???? I have not heard anything bad about Mike Alexander but am working on some stuff about Randy Mosely from a source here in Texas .
-------------------- ----- Game Over -----
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posted
Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission for filing erroneous financial statements
erroneous
Main Entry: er·ro·ne·ous Pronunciation: i-'rO-nE-&s, e- Function: adjective Etymology: Middle English, from Latin erroneus, from erron-, erro wanderer, from errare 1 : containing or characterized by error : MISTAKEN <erroneous assumptions> <gave an erroneous impression> 2 archaic : WANDERING - er·ro·ne·ous·ly adverb - er·ro·ne·ous·ness noun
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