Conversion Solutions Announces New Management Team Appointed by Majority Shareholders Vote to Move the Company Forward Conversion Solutions Holdings Corp. (OTCBB: CSHD), a Delaware Corporation, announces the following current events have taken place:
On November 27, 2006, Conversion Solutions Holdings Corp. shareholders, representing 51+% of the eligible voting shares of the Company, based on a unanimous recommendation from the CSHD Shareholder Committee, have voted and agreed to remove Mr. Rufus Paul Harris as Chief Executive Officer and Chairman of the Board due to, but not limited to, the following reasons:
1. Breach of fiduciary responsibility by not retaining proper legal counsel to represent Conversion Solutions Holding Corp. in response to a Complaint filed by the SEC in the Georgia Northern District Court;
2. Failure to file timely responses to the SEC's Complaint in Georgia Northern District Court;
3. Failure to file the annual 10k in a timely manner, which resulted in a violation of the SEC Eligibility Rule for the OTC BB, thereby causing an 'E' to be affixed to the Company's ticker symbol.
On November 27, 2006, Conversion Solutions Holdings Corp. shareholders, representing 51+% of the eligible voting shares of the Company, based on a unanimous recommendation from the CSHD Shareholder Committee, have voted and agreed to appoint Mr. John Arlitt as Chief Executive Officer and Chairman of the Board of Conversion Solutions Holding Corp.
Pursuant to the provisions of the 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, Randy Moseley has offered to return to the Company as its Interim Chief Financial Officer, pending D and O Insurance, to assist Mr. Arlitt in the restructuring and management of the financial aspects of the Company.
RESOLVED, that John Arlitt be appointed as the Company's sole director in replacement of Rufus Paul Harris, the current director 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 John Arlitt be appointed as the Company's Chief Executive Officer, President, and Chairman of the Board.
RESOLVED FURTHER, that Randy Moseley become the Company's Interim Chief Financial Officer, pending D and O Insurance.
RESOLVED FURTHER, that John Arlitt, and other management personnel appointed by Mr. Arlitt as sole director, be authorized to establish corporate bank relations and accounts for the Company.
RESOLVED FURTHER, that John Arlitt be authorized to establish the corporate offices for the Company in a location that he deems appropriate, and to accumulate and secure all of 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 John Arlitt, 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 Delaware Business Corporation Act or this corporation's Articles of Incorporation and Bylaws.
Dated: November 27, 2006.
About Conversion Solutions Holdings Corp.
CSHD is a diversified holdings corporation, which was formed to originate, fund and source funding for asset-based transactions in the private market. CSHD's main service will be to acquire, fund and provide insurance to target companies in the currently underserved $15,000,000 to $100,000,000 asset finance market. Our funding will enable our businesses to compete more effectively, improve operations and increase value. CSHD is headquartered in Kennesaw, Georgia, a suburb of Atlanta. For more information, please visit us at http://www.cvsu.us/.
Information provided in this press release may contain statements relating to current expectations, estimates, forecasts and projections about future events that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the company's plans, objectives and expectations for future operations and are based upon management's current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
posted
Mr. Arlitt has been helping companies achieve their corporate and financial goals through his numerous business contacts and associations throughout North America and Europe
-------------------- Disclaimer: Not accountable for anything I say Posts: 6266 | Registered: Jun 2004
| IP: Logged |
posted
then thats a good thing....now that he's driving, where will he take us??
exciting times ahead..
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy Posts: 1102 | From: Sometimes Honolulu, Sometimes Laguna Beach, today in the Valley | Registered: Aug 2006
| IP: Logged |
posted
No Beans for Chart walker... eat charcoal it helps..
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy Posts: 1102 | From: Sometimes Honolulu, Sometimes Laguna Beach, today in the Valley | Registered: Aug 2006
| IP: Logged |
quote:Originally posted by stocktrader22: Mr. Arlitt has been helping companies achieve their corporate and financial goals through his numerous business contacts and associations throughout North America and Europe
quote:Originally posted by dinner42: No Beans for Chart walker... eat charcoal it helps..
ha ~ --that's even more funny coming from someone with the name "dinner" LOL ~~
The emphasis being whether or not I eat at the end of the day on the stocks I trade...
lol~
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy Posts: 1102 | From: Sometimes Honolulu, Sometimes Laguna Beach, today in the Valley | Registered: Aug 2006
| IP: Logged |
posted
Heres a little more to tie all of tuts mystery together.
Arlitt once worked as investors relations for Megastar Development.
The CEO of Megastar Development is : Dusan Berka
Dušan Berka, P.Eng., Director
Having worked in Europe and North America, Mr. Berka has over 35 years of international business experience. He has extensive experience in the finance, marketing, and administration of public companies in addition to corporate communication, public relations and contract negotiations. He has served as a Director and Officer of various public companies traded on the TSX, TSX Venture Exchange and NASDAQ and currently the President/Director of Megastar Development Corp. with operations nearby in the Val d'Or, Quebec area. Mr. Berka is a graduate engineer with a M.Sc. (Dipl.Ing.) degree from Slovak Technical University, Bratislava, Slovakia (1968) and has been a member of the Association of Professional Engineers and Geoscientists of British Columbia since 1977. .. .. .. There is a similar company, named Megastar, with offices in Dubai. . . . Megastar (www.megastar.com.sa) [Top]
We are an entertainment company and it is a subsidiary of Al Faisaliah Group (AFG). AFG was established by HRH Prince Abdullah Al Faisal Al Saud who is the eldest son of the Late King Faisal of Saudi Arabia. AFG is ranked No. 13 among all the business houses in Saudi Arabia. It has an annual turnover of 2 billion Saudi Riyals (US$533 Million). AFG is a conglomerate which includes, entertainment electronics to institutional electronics, computers, medical equipment, telecommunications, petrochemicals, agricultural farming, diary farming and real estate. Megastar was established in 1992 with the prime aim of distributing entertainment software, such as music, video films, video programs or multimedia software. Megastar has shown an impressive growth in the business. Its average growth is 41.87%. Megastar has its independent distribution network with Head Office in Riyadh and regional offices in Jeddah, and Al Khobar. It has branch offices in Dubai and Kuwait. Dubai looks after Gulf countries except Saudi Arabia and Kuwait. Megastar represents Sony Music Entertainment, Timbuktu Record, V2 Music, and DK Music of international repertoire. It also represents Sony Music India, Rehamat Gramophone Co., Rafa, Majid and T-Series for Asian Repertoire. Megastar, as part of its search for quality products, is looking at the huge Arabic segment as well. Megastar video division started operating in January '96. Megastar is the exclusive licensees for Twentieth Century Fox, Columbia Tristar, MGM and some other independent labels. Megastar has a highly sophisticated music and video cassette replicating facility comprising of latest technology to cater to our GCC requirements. Our skilled staff ensures that our consumers get nothing but the highest quality recorded cassettes. Megastar has in-house Art & Graphic facility to design inlay cards and promotional materials to promote its products. Megastar has a vast dealer network, which has more than 600 dealers around the Middle East. Megastar has a very strong presence in the retail business. Megastar owns 17 dedicated showrooms 11 in KSA and 6 in UAE, selling records and films such as music cassettes, CDs, VHS, VCDs, DVDs, Multimedia, accessories, and hardware (Sony Playstation). More company owned stores in Saudi Arabia and Dubai is in the offing.As part of Megastar continuous expansion, it has launched multimedia products in the GCC. Megastar has tied up with few companies like Dorling Kindersley, Electronics Arts, etc. ..
.. ..
If there is a connection, who knows?
But this could have been where all the "prince of dubai" talk came from?
posted
and do we get a PR on that Significant Material Event?
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy Posts: 1102 | From: Sometimes Honolulu, Sometimes Laguna Beach, today in the Valley | Registered: Aug 2006
| IP: Logged |
posted
Wow... take a few days off with the family. Eat some turkey, have a beer or two. Only get a sporatic chance to read these messages and witness everything from well hoiday wishes, to flagrantly denied personal attacks... and BOOM Tut takes over.
Very cool development, should be a positive move, and heck what do I care since I am just along for the ride at this point anyway. Wouldn't sell if the commissions were waved and the pps stood at $2.
Wondering what has happened to Rufus tho... I know he is the keeper of many of the contacts so his cooperative transition will be very beneficial. Also... I know Tut always claimed a boat load of shares, but he would have had Mike's backing for this correct? Possibily Ben's, and maybe Rufus and Romeo's? +50% is tough to swing without colaboration.
Very restful vacation, glad to see the familiar names, and looking forward to some December movement. Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
| IP: Logged |
posted
I guess Rufus was walking on thin ice, as I said somewhere earlier the majority shareholders have probably been getting edgy and impatient. What wiil be next on the agenda. Making money would be one good option.
Posts: 957 | Registered: Jun 2006
| IP: Logged |
posted
The Supreme Economic Council (www.sec.gov.sa)
The SEC is responsible for the Kingdom’s economic policy, taking into account both national needs and international trends and developments. Chaired by Crown Prince Abdullah, deputy premier, the SEC was set up to meet the challenges of the modern world and ensure Saudi Arabia’s continued position of influence in global economic forums.
quote:Originally posted by TimW: The Supreme Economic Council (www.sec.gov.sa)
The SEC is responsible for the Kingdom’s economic policy, taking into account both national needs and international trends and developments. Chaired by Crown Prince Abdullah, deputy premier, the SEC was set up to meet the challenges of the modern world and ensure Saudi Arabia’s continued position of influence in global economic forums.
Funny, didn't GWB meet with them the other day?
-------------------- Bill Gates, Donald Trump and James Dean, Willie Nelson, John Lennon and Neil McCoy Posts: 1102 | From: Sometimes Honolulu, Sometimes Laguna Beach, today in the Valley | Registered: Aug 2006
| IP: Logged |
posted
Great news...hope Rufus will land on his feet... and I hope that Mr. John is able to get this ball rolling and the stock climbing... but? It's late and 6 am comes quick... sleep well all!
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
| IP: Logged |
posted
I hate to be a buzz kill but I have a question that troubles me greatly. Why would a person who is “right” or “righteous” not obtain legal council when instructed by a Federal Judge?
If you had the NSS forensics and the reported bond ownership wouldn’t you be in hurry to show the world this incredibly information?
Then again, if you claimed to have one or both, and didn’t, then wouldn’t it stand to reason that you would do anything you could to avoid the inevitable?
I’m not trying to be negative here; I’m just tying to understand why we have gone down this apparently destructive path.
I see only two logic reasons to my question. Either RPH didn’t have the goods to back his claim or he is the most incredibly incompetent CEO ever. Regardless, something doesn’t add up right now.
Posts: 386 | From: Plano, TX | Registered: Oct 2006
| IP: Logged |
posted
Arlitt isnt involved in all of the companies still.
From what I can gather, the PR's that show him/introduce him are there. Their stock chart shows a decline.. and several months later his name is no longer at the bottom of PR's.
Looks to me, IMO, that he was hired, underperformed, and was kicked to the curb.
quote:Originally posted by TimW: Arlitt isnt involved in all of the companies still.
From what I can gather, the PR's that show him/introduce him are there. Their stock chart shows a decline.. and several months later his name is no longer at the bottom of PR's.
Looks to me, IMO, that he was hired, underperformed, and was kicked to the curb.
haha isn't that just great then...
-------------------- Disclaimer: Not accountable for anything I say Posts: 6266 | Registered: Jun 2004
| IP: Logged |
Topic Closed
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Big Grin]](biggrin.gif)
![[Smile]](smile.gif)
![[Cool]](cool.gif)
