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Author Topic: CSHD appoints a new CEO...
thesource
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Look you guys seem to want to crucify the SEC for our losses . Everyone seems to forget all the lies and excuses this company has given to the share holders .

IMO , looking back at things , the beginning of the end was when they couldn't get the 10K filed on time and CSHD became CSHDE . After that this thing really started falling apart .

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----- Game Over -----

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TaxBack04
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quote:
Originally posted by Spectacles:
I'm new to this board,,also kind of a rookie to day/swing trading. This thread seems to get a lot of interest.???
Can anyone clarify in 20 words or less? [Smile]

20 words or less... how about four.

Swing trader run away.

There are no Market Makers on this stock. You would be trading blindly. GLTU

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Una Mas!

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thesource
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quote:
Originally posted by Spectacles:
I'm new to this board,,also kind of a rookie to day/swing trading. This thread seems to get a lot of interest.???
Can anyone clarify in 20 words or less? [Smile]

How about :

"Buy the crap out of it "

"To da moon"

"We want this to go to court so it can all be on record "

"Burn shorty "

"Don't get caught with your shorts down "

"Take two weeks off and go fishing "

"The gates of vicotry are upon us "

And I could go on and on .......... [Mad]

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----- Game Over -----

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10of13
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yes, spectacles...stay away from this one..

Tax...yes it is very upsetting to see how many people put so much $ and life into this stock...and to think that whoever was behind it could care less? It makes me sick!

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#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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TaxBack04
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quote:
Originally posted by thesource:
Look you guys seem to want to crucify the SEC for our losses . Everyone seems to forget all the lies and excuses this company has given to the share holders .

IMO , looking back at things , the beginning of the end was when they couldn't get the 10K filed on time and CSHD became CSHDE . After that this thing really started falling apart .

Crucify? Not hardly. It is their job to attack the fraud and recover the stolen money. One person was labled in the complaint. Did they expect him to have a billion in cash under his matress? If they smelled a "pump and dump" it would have been better to have pulled in the entire group and let the pieces settle where they may.

It has been months now and they have not pointed a finger at any one other person. I for one am not happy with their involvement if they are not going to do anything but seemingly aid a bunch of people who were short in the stock.

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Una Mas!

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thesource
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Well I agree with you TAX on that view . Obvisously Rufus has dealt with them before (BBAN) and knew that they weren't really going to pursue it much . I don't think CSHD has the money . I think our money went into the pockets of those who were unloading their shares on the run up to $4.00 . I'd guess that MA , Rufus , Ben and their friends / family were selling chunks (lets say 50000 at a time as a sample) at a time big enough to make money but not big enough to drive the market down .

I don't know what actions the SEC can actually take against the people involved but I do know that if the FBI is looking into it , maybe something will get done . I personally hold Rufus liable for this . He was the captain of the ship and the CSHD's largest pumper followed closely by JA & JP .

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----- Game Over -----

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TaxBack04
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The complaint was written (in summary) as such:

We think CSHD and Rufus committed fraud.
Mr. Judge could you please:
1. Stop Rufus from being CEO, Hault the trading of this stock indefinitely, give us time to investigate and if we find reason order both parties to pay damages.

Or:
2. Stop Rufus from being CEO, give us time to investigate and if we find reason order both parties to pay damages.

Or:
3. Give us time to investigate and if we find reason order both parties to pay damages.

******************
And then the federal judge took one look at what ever Rufus handed him and said I'll grant you number 3 and you have this long to look into it.

Then Rufus and CSHD signed the Default Judgement saying they would not break any SEC laws and it was over. With everyone refusing to fight the allegations.

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Una Mas!

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TaxBack04
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Honestly if this is how the legal system works in these situations, I think the SEC just showed thousands of penny investors how to commit fraud, steal thousands of dollars, and get away scott free.

I hope the FBI digs something up. I know from looking into "toxic financing" a bit yesterday it is enough to make your head spin.

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Una Mas!

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thesource
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I'm a realizing that 99% of these penny stocks are scams to begin with . Rufus & Ben learned alot from the BBAN deal and figured out how to make alot of money scamming a few thousand suckers out of their money . He took about $8000.00 from me . It sucks but I really feel bad for the fools that invested all their life savings into this POS . Rufus doesn't even seem to give a rats a$$ either . That shows me what kind of person he really is .

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----- Game Over -----

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TaxBack04
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quote:
Originally posted by thesource:
I'm a realizing that 99% of these penny stocks are scams to begin with . Rufus & Ben learned alot from the BBAN deal and figured out how to make alot of money scamming a few thousand suckers out of their money . He took about $8000.00 from me . It sucks but I really feel bad for the fools that invested all their life savings into this POS . Rufus doesn't even seem to give a rats a$$ either . That shows me what kind of person he really is .

This is where we disagree... but to each their own. If it was Rufus I think they would have him by now. I think someone took your money, I am just on the fence about who it was. I just don't think it was him.
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10of13
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quote:
Originally posted by Jenna:
Sorry, Tax.....was just kidding.....

I talked to Alana...will get back to you ina few...I need to type it up.....

Jenna?

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#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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thesource
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I'm not saying Rufus took it personally but I'm sure through some channel a portion of it ended up in his pocket . This was a P&D . We all witnessed the pump side . Now we must find the dump side . One thing is for sure , the messier this gets , the more info comes out and the more finger pointing happens . Rufus and MA are the keys here . I'm sure both have plenty of dirt on each other . Lets just see if they continue to tattle tell on each other or not .

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----- Game Over -----

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Jenna
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Ms. Black was very nice....She explained that she could only tell me what is already public knowledge via the court documents. She did say they have a man that is taking phone calls from concerned shareholders...his name is John....I do have his number....I will PM it to anyone that wants it....She said she deals more with witnesses & evidence.....& John answers shareholders questions. Here is the gist of our conversation....I do not want to put her answers in quotes being that I just took notes & it would not be her exact words......

*************************************************

Jenna: "How is the investigation going?"

Ms. Black:

-Both parties need lawyers, neither the company or Mr. Harris have attorneys.....

- currently in default process- not the same as entry or default judgement.....

-Judge needs to be shown proof

*************************************************

Jenna: "There are questions about who the CEO really is....Rufus is claining that he is the rightful CEO..."

Ms. Black:

-Great Question.
-Someone has to review the companies bylaws.
-SEC is not looking into that at this time.
-If Mr. Arlitt gets a lawyer to represent the company, that means it's up to the companies lawyer to make sure John is the legal CEO....The lawyer would have to confirm it through the bylaws of the company.

*************************************************

Jenna: "Is John Arlitt working with the SEC, is he frequently in contact with you?"

Ms. Black:

-unfortunatley can't comment on who they are working with or communicating with regarding the case.

*************************************************

Jenna: "Is the FBI currently involved in the investigation?"

Ms. Black:

- can't comment, but frequently do involove other government agencies during investigations

*************************************************

Jenna: "Are there any other individuals being investigated regarding Conversion Solutions?"

Ms. Black:

-can't comment but Rufus is the only one named in compliant...He is named in complaint because the SEC is confident they have enough evidence to point to fraud. The default needs to be answered by an attorney before this can move on...

*************************************************

Jenna: "Do you know of anything new on Pacers or anything that may be coming out on Pacer's soon?"

Ms. Black:

-we don't know it until it comes out....we have nothing on our side- if something comes out on Pacers it would be from the other side....

*************************************************

Jenna: "One of the times you were all in court Rufus handed the judge a sealed envelope are you now aware of what is in it?"

Ms. Black:

-envelope was entered as one of many exibits by Rufus Harris....he was entering them himself, as evidence, because there was no attorney present...the judge told him this would be the last time he could speak for himself....in the future, he would need an attorney....the envelope contained some codes....he did not want these entered as public exibits because if someone had these codes they could change ownership ...she said she could share this with me because it is a matter of public record....

*************************************************

Jenna: "We just want this over- we want whoever is responsible to be prosecuted- if there was a fraud committed......what happens if you do find fraud - how would we get our money back?"

Ms. Black:

- SEC's goal is to provide relief monitarily...
- the SEC sets up a fund - any money recovered will get distributed....

*************************************************

Jenna: "IF, in fact, you find Rufus has comitted fraud - How anything could be recovered if he has his assets in a trust..."

Ms Black:

-having assets in trust doesn't necessarily mean it can't be touched.

*************************************************

Jenna: "We (the shareholders) are tired & just want this done....we hope that the SEC is in this to protect us..."

Ms Black:

-Our lives are on the line- our reputations are on the line..

- they wouldn't risk there lives & livelyhood to make something up

- they believe they have a case & would not pursue it if they didn't....

*************************************************

Jenna: "There are 2 bonds named in the complaint does that mean the other assests are not being looked at & that they are not fraudulent?"

Ms. Black:

-just becausse something is not in the complaint doesn't mean it's not being looked at...

- the SEC is looking at all the assets that are claimed

*************************************************

Jenna: "If Mr. Arlitt obtains new assets & does not include the old assets would that get the company in compliance or end the investigation of the company?"

Ms. Black:

- that's would have to be talked about when the case is opened up again....first he needs a lawyer & then these things can be discussed

*************************************************

Jenna: "Can you work with John Arlitt?"

Ms. Black:

-"That's a tricky situation...."

-Corp. needs an attorney....

- The attorneys duty to find out if John is the CEO.....Then the attorney needs to file a Notice of Appearance....

*************************************************

Jenna: "What does the company have to do to get compliant?"

Ms. Black:

"First, get an attorney."

*************************************************

Jenna: "Are you filing charges against Rufus?"

Ms. Black:

"The charges are in the complaint - those are the charges."

*************************************************

As far as a proxy vote goes....she said that she can't comment on that for the company ...she doesn't know anything about it...I was asking her a general question like who can distribute a proxy.....

Ms. Black was extremely nice & a classy woman....She sounded like she genuinely cared for the shareholders....I told her I belonged to a website & that we all had these questions... she also said if anyone else has any more concern & want to talk about it to call John at the SEC office....like I said I would be glad to give his number via PM.....The reason for that is I feel if I post his number he will be bombarded with calls all at once....if I give it via PM maybe it will reduce the volume of calls....

I hope these Questions & Answers helped....it looks like we still aren't 100% sure who our CEO is.....

--------------------
..just remember....Family is EVERYTHING!!

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TaxBack04
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I think it was a book worth of information... Jenna are you on the phone with the publisher? [Big Grin]

Ooops there it is!!

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Una Mas!

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10of13
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Thanks Jenna...good job...!
you stated..."it looks like we still aren't 100% sure who our CEO is....."

Answer was? Get an attorney...first step to everything...AND no one has done it..not JA, not Rufas, not MA...hmmm...
according to what Jenna just posted? Sounds like "the Sec" is done until the company and Rufas respond...with a lawyer...what better way to bide time than ignore it? What's that saying? if you ignor something it will go away?
Sounds like a very simple plan to me...

--------------------
#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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PCola77
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Jenna rules!

Glad we got that all cleared up... [Roll Eyes]

So basically, ABSOLUTELY NOTHING has happened in months due to no one feeling the need to get an attorney?

Nice...

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TaxBack04
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10 I heard the same thing by reading what Jenna wrote but my interpretation is a bit different.

I read currently we do not have a CEO, and the first one to get a lawyer and prove their right to CEO wins the prize of answering the default.

Now also with that being said I did not get from that conversation that Rufus had to go through the step of filing a Notice of Appearance. It sounded to me that that was a step for John if he can prove his right to CEO.

It also tells me that the PR's and Filings from CSHD since Default entry are not entirely legal since the company has not been fully granted to John.

Oh yeah GREAT job Jenna! [Wink]

--------------------
Una Mas!

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Spectacles
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Thanks for the info,,Good lesson,,Time marches on
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10of13
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Right Tax..BUT Rufas must still GET a LAWYER...to do anything(at least in court...proxy or other)...
AND, as it stands, with out a Lawyer to go in for JA? JA doesn't have squat...AND? maybe that was why the lawyer that was PR'd has now stepped down? He said that JA was NOT the CEO...(just a thought)

Well? Sounds like everyone...CEOS current, past and present...are choosing do do NOTHING!

The only option would be if the shareholders all pulled together and filed to "force" company to move forward...

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#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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TaxBack04
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Additionally, this basically confirms 90% of what Rufus was saying on SPR the other night.

His hands are tied, he most likely will not be CEO when all is said and done. He doesn't know how John is doing what he is doing but until he makes an appearance in court and opens the default he is not considered CEO.

Also a law firm was mentioned by IM and repeated through Simon to Rufus that caught Rufus a bit off guard at how someone knew their name. Did ANYONE catch the name of the firm?

--------------------
Una Mas!

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TaxBack04
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We agree 10... Rufus could just sit back at this point and ignore things, but I think the investigation that is ongoing is going to make that difficult.

Rufus had said there will be movement soon... (and I hope he is not just talking about the launch of the arms system) ...so I guess we watch Pacer and look for an eventual proxy. Until things have to be taken in our own hands. (Which I am sure I will probably never participate in. I just don't have that much "care" in me to go to bat for the money I risked here. I don't beat up the pit boss when I play the hard eight and lose.)

--------------------
Una Mas!

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new2stocks
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HSM thanks Jenna for her good work with the questions she asked Ms. Black! Paltalk thanks you too!
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10of13
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LOL..hey Jenna...looks like your post may have made the PPS rise! up 20%...whooo hooo...LOL

--------------------
#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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wallymac
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Nice job Jenna.

Well this does confirm a few things. Rufus stated on SPR some of the same things that Alana stated. For JA to take over it must be in accordance with the bylaws of the corporation. Rufus has stated on more than one occassion that the bylaws of the corporation were not followed. Secondly, They need an attorney to open the default with the court system before anything can move forward, hence Rufus stating to watch PACER.

I'm not a camp person. So I'm for or against either JA or Rufus, just want the proper person in charge to do the right thing and move forward. As 10 pointed out JA did retain legal counsel for a short time and if I remember the DD from that time, they were not Securities Lawyers. Hence the very distinct possibility that they were brought in to look at the legality of the takeover. They severed relationship with the company shortly after being hired.

I've stated before and still believe that in order for JA to take control it would take him going to court, that has not happened per Alana. Also the question of him working with the SEC to resolve this matter, IMO, is a resounding NO. Even though Alana stated she could not comment on who they were working with she stated very clearly that the first step was to hire an attorney which has not been done to her knowledge.

To be honest, I am very surprised that she commented as much as she did, IMO, it's very unusual but then what hasn't been unusual with this stock.

IMO, JA can PR all he wants but until the default is answered in court it's a waste of time and paper. Rufus can flap his jaws all he wants but until an attorney opens the default via the court systems it's a waste of hot air.

Yet, if believe one or the other at this time, would you believe the person going to Germany to make deals or the one who stated watch PACER? PACER seems more relevant at this time, IMVHO.

GLTA
Wally

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got2hvfaith
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Thanks Jenna!

Hasn't the "rumor" been that JA is "working with the SEC to get things resolved"? How is he doing this without a lawyer? This, imo, makes him out to be lying.

By the way, I'm not in anybody's "camp". I keep going back and forth on who is the "bad guy".

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Stockstar69
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I can't help but like the part about the sealed envelope...If it was evidence and the codes to the bonds as mentioned and found to be fraudulent don't you think we would have heard something already? But if they checked out...end of story (or at least that part).

Stay tuned.

oh ya...THANKS JENNA...

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thesource
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Thanks Jenna for the update ........ Ms. Blacks statements make perfect sense to me and that means everyone in the CSHD camp is full of $hit .

--------------------
----- Game Over -----

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humble
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To the question of who might be CEO, here are relevant sections from the CSHD/Furia bylaws:

"The business and affairs of this corporation shall be managed by its Board of Directors, no less than one in number or such other minimum number as is required by law. The directors need not be residents of this state or stockholders in the corporation. They shall be elected by the stockholders of the corporation or in the case of a vacancy by remaining directors, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify or until his earlier resignation or removal.

RESIGNATION AND REMOVAL: Any director may resign at any time by giving notice to another Board member ,the President or the Secretary of the corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such officer and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

SPECIAL MEETINGS: The President, or the Board of Directors may call special meetings of the stockholders at any time, or stockholders entitled to cast at least one-fifth of the votes, which all stockholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all stockholders entitled to vote are present and consent.

CONSENT IN LIEU OF MEETINGS: Any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

The Board of Directors shall fill any vacancy occurring in any office of the corporation by death, resignation, and removal or otherwise. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of these By-Laws.
"

+++++++++++++++++++++++++

In the bylaws, there is a description of how exactly directors and officers can be removed and appointed and by whom that contains enough legalese to make it hard to interpret. That being said, in my layman's understanding of what is written and appears to be pertinent, it appears that shareholders "holding of record in the aggregate at least a majority of the outstanding shares of the corporation" can, in fact, remove board directors. appoint directors and do so without an announced Special Meeting. They would use the "Consent" clause.

From the Nov 27th PR about Arlitt taking over:

"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."

Obviously Arlitt is counting on this clause to substantiate his assertion. By doing so he is implying that he obtained "consent in writing" from the aforementioned majority.

So back to the BIG question - who holds the legitimate majority of shares in CSHD and did they participate by signature (in writing) in the action taken by consent?

There are other little things that are specified as requirements but I am going under the assumption the Arlitt covered these fairly well. If Rufus is alluding to a minor technical breach of the bylaws he may have a tougher debate than if the majority participation question is the basis for his claim that he is still CEO.

-In My humble Opinion

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Jenna
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Wally- I just wanted to clear something up....

When Ms. Black & I spoke of "working with" I believe she considered that working toward a solution or working on a deal.....talking to & working with are different - at least that was the idea I got.....not sure could be wrong but she did say they are speaking with a lot of people just couldn't say who.....


Guys- if you don't mind I'm going to "punch out"...I need to take care of my girls......

I'll answer my PM's later .....I'm sorry guys I just feel like I've been ignoring my children so far today (I feel guilty).....

Love you all.....Jenna

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..just remember....Family is EVERYTHING!!

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TaxBack04
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I am pretty sure the majority participation question is all he needs.

He explained with great confidence that MA did not have his 50 Million preferd shares.

Question on how many real or fake shares were delivered to friends and family and toxic financers over the years as CEO. But Rufus did point out his name was not even on the NOBO which begs the question of whether it would be on the OBO?

I don't know but neither has a lawyer so it makes no diference either way.

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Una Mas!

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Jenna
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By the way - Humble thanks for digging up that info....

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..just remember....Family is EVERYTHING!!

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wallymac
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quote:
Originally posted by Jenna:
By the way - Humble thanks for digging up that info....

Jenna, Go take care of your girls. It will be a while before anything happens. Turn off the computer for the weekend and enjoy the little things in life that we can all treasure.

Thanks again for your efforts.

GLTA
Wally

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St. Matthew
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I just got caught up...great job everyone! I can tell you this before I go into yet another meeting. Take this FWIW…I know you will.

I have asked John about the legality of the removal of Rufus and the appointment of himself on several occasions (pretty much every time we talk). He always tells me that they went over everything with a fine toothed comb and there is no question as to the validity of the change in CEO's.

I also was told that they used MA's and DP's lawyers from their own companies to look over the legal documentation. They are very comfortable that they have followed the letter of the law.

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"If you go the Extra Mile there will be no Traffic Jams".

St. Matthew

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10of13
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St Matt?
Not for or against...BUT? Do you really think they would say that they hadn't followed the law?

Next time you speak with JA could you ask about the lawyer to answer the SEC stuff and get this trading on a new platform? You know the new filings and getting an MM...blah blah blah

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#1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!

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milliam
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From what I hear, MA's preferred shares only existed if the merger was defaulted. I think MA's camp is saying that the merger was defaulted when MA took back over the company. Rufus is saying the merger is a done deal. What about the S4 or whatever the sec filing is that finished the merger, or is that filing for something else? To contradict some of this, I believe that MA said that he would be moving to cancel the merger...this sure sounds like he thinks the merger is still a go.
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