quote:Originally posted by justmakinmoney: Everything that has been done with this company has been busch league. In my opinion if this was a real deal company it shouldn't have been brought public until it was established and operating. It really doesn't seem like shareholder money was needed to get this off the ground.
you can say that about most of the penny stocks...
-------------------- Don't envy the happiness of those who live in a fool's paradise.
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quote:Originally posted by justmakinmoney: Everything that has been done with this company has been busch league. In my opinion if this was a real deal company it shouldn't have been brought public until it was established and operating. It really doesn't seem like shareholder money was needed to get this off the ground.
That concerns me a little.....where is the money from the initial offering.....I may just not be understanding that...can anyone help me out with this?
-------------------- ..just remember....Family is EVERYTHING!!
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posted
Every time you say that it cracks me up for some reason. Look at where our society has gone that you can run into your dad on an internet message board
quote:Originally posted by PCola77: Every time you say that it cracks me up for some reason. Look at where our society has gone that you can run into your dad on an internet message board
quote:Originally posted by Jenna: Hey dad.....
I know funny isn't it?
-------------------- ..just remember....Family is EVERYTHING!!
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posted
This is from the other site. Interesting from TonySaprano (was a member of the SHC till he quit) Quote: Originally Posted by dogman WE ASKED RUFUS TO PR THIS SO WE COULD DO WHAT HE ASKED BUT HE NEVER DID. WE GAVE HIM PLENTY OF TIME AND WAS TOLD 3 TIMES IT WOULD BE OUT THE FOLLOWING DAY.
As Chairman of the CSHD Shareholders Committee I respectfully request for you to PR the following:
KENNESAW, Ga., Nov. 19 /PRNewswire-FirstCall/ -- Conversion Solutions Holdings Corp (OTC: CSHD), a Delaware Corporation, announces the following:
CSHD would like to announce that James Gee has been appointed as Chairman of the CSHD Shareholder Committee by CEO and Chairman of the Board Rufus Paul Harris. During an emergency shareholder committee conference call on Nov. 18 the board of directors of the shareholder committee were appointed for a temporary service period of 30 days. The board members are Patrick Cluney, with 30 years marketing and sales experience and John L Arlitt, Chairman and CEO of Arlitt Financial Corp. These two members were selected by their experience in the financial markets and by their abilities to act on current company issues.
"Due to the immediate business required by the Shareholders Committee, I felt the necessity to appoint the other two members of the shareholders committee on a temporary basis for a period of 30 days. Details of a formal democratic voting process will be announced in the near future. Over the next two days we are updating the web page www.cshdshareholdercommittee.com. By November 21, 2006 we will have a registration page for shareholders who would like to be on the committee. We will collect this information until November 24, 2006 at 5.00pm est." stated James Gee Chairman of the CSHD Shareholders Committee
This is Tony"s reply
I hope this answers most of everyone's questions about why the SHC was never formally announced. Rufus was given the PR and the intent was to follow through within 30 days to fulfill each of the original mandates of the SHC, including the selection of candidates for the BOD. Since Rufus did not release the PR and offered no reason for failing to do so, the SHC group was stuck without the ability to do the tasks at hand and started focusing on the basic task of returning the stock to the OTCBB, which John Arlitt had been trying to do BEFORE the SHC formation but had been unable to get Rufus to cooperate.
Rufus agreed to follow through on two things at the end of the first conference call, both of which were posted in the minutes on the SHC website: 1. Release the PR with the names of the temporary SHC members 2. Obtain the Attorney's letter for the return of the stock to the OTCBB within a week via a committed MM who would support the share price for a minimum of 30 days at about $2 a share.
He failed to honor either obligation. Those are the facts, you can speculate all you want, but the facts are undeniable.
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posted
I still have a problem with the HSC thinking that they had the authority to mandate ANYTHING. According to my recollection they were formed to bring proposals of the shareholders to the BOD, who would then discuss it and make the decisions. It just seems that once they formed the thought they ran the company. IMO, they did not have this authority and especially didn't have the authority to make decisions for share holders who never had the opportunity to vote them into power in the first place. I didn't like the actions then for the exact reasons that are comming out now.
I mean what is Tony's or James Gee's background that would allow them to make business determinations for the Corporation? Had they already been given access to all the company records and gone over them in order to be informed enough to make a decision? Had they spoke to legal counsel and made sure what they were asking and doing was legal? Whether Rufus was making the wrong moves or not isn't relative. Since, IMO, the SHC had neither the right nor the foundation to demand and then remove the in essence the Board of Directors since Rufus was he onlyt Board member at the time.
From: Arlitt Financial Corporation <arlittrealtycorp*dccnet.com> [ add to contacts ]
To: harris*cshd.us Cc: Date: Friday, November 17, 2006 07:26 pm Subject: Urgent Rufus please call me ASAP
Rufus,
I have been spending the last few days trying to get things set up with the market maker that is ready to start immediately to put this back on the Bulletin Board. It is the same one that I believe you know about and may have been in touch with, Burt Arnold. I have been in constant communication with him and he already has the 15c-211 ready to go but I need to hear from you as soon as possible to complete the setup. He will open the market where it should be and will support it. Other mm's will have to "piggyback" on him and have no choice because his firm will continue to support. I need to get something to him by the latest 6pm today so I need to hear from you to complete this then first thing Monday pre-market it will begin.
I have already discussed this with Ben Stanley numerous times and he said you would call me back.
You can call me at: 877-527-**** or: 604-948-****
John L. Arlitt, President/CEO Arlitt Financial Corporation
and then there was this
From: Arlitt Financial Corporation <arlittrealtycorp*dccnet.com> [ add to contacts ]
To: Rufus Paul Harris <harris*cshd.us> Cc: Date: Sunday, November 19, 2006 11:48 am Subject: Re: Urgent Rufus please call me ASAP
Rufus,
We have discussed at length yesterday and everyone in the shareholders committee agreed on behalf of all the shareholders to implement a market maker immediately. The letter detailing this has been prepared by us and forwarded to you by James Gee, and I also enclose a copy of the same here.
November 19, 2006
Rufus Harris
The CSHD Shareholder Committee with a 100% vote, requests that we immediately return to the OTCBB. We have been in contact with the market maker Burt Martin Arnold Securities Inc, 608 Silver Spur Road Ste 100, Rolling Hills Estates, California 90274. Their MM symbol is BMAS. We understand that all that is required for them to file the 15C-211 to rightfully return CSHD to the OTCBB is as follows:
1. An Attorney Opinion letter identifying the bonds in question with the SEC and the relationship with the Deutche Bank is true and stated as such in the Company press releases and filings.
2. A letter from the company stating that we have addressed all of the issues with the SEC and the Federal Court.
Burt Martin will have an inventory of stock that will not be used against short selling of our stock. They will support the stock price and not allow short selling of the stock. By implementing BMAS as market maker immediately we prevent the possibility of any unfriendly Market Maker from filing a 15c-211 preventing our friendly Market Maker from being able to control the market. In Essence every other Market Maker will have no choice but to piggyback off of BMAS as the lead Market Maker.
We feel that implementing Burt Martin Arnold Securities as stated above is the top priority for the company at the current time. We request that this be handled by 5:00pm EST day on November 19, 2006. Please contact me via email and by phone at 469-853-****. Thank you for your response in advance.
Sincerely,
James Gee
Chairman
CSHD Shareholder Committee.
Rufus,
Thank you for responding back and also thank you for the teleconference meeting. I believe we can make everything work in the best interests of the company and the shareholders. If you would please call me we can talk and I can give you the details of what is needed and then we can move forward as quickly as possible. I will be standing by for your call. Thank you.
Toll free: 877-527-**** 604-948-**** 604-839-**** mobile
John L. Arlitt, President/CEO Arlitt Financial Corporation ----- Original Message ----- From: Rufus Paul Harris To: Arlitt Financial Corporation Sent: Saturday, November 18, 2006 3:01 PM Subject: Re: Urgent Rufus please call me ASAP
This message and any attachments are intended only for the use of the addressee and may contain information that is privileged and confidential. If the reader of the message is not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by e-mail and delete the message and any attachments from your system.
Subject: Written Response to Committee Recommendation
The corporation’s current court status prevents the recommendation of the shareholder committee.
Your recommendations will be addressed on Monday, November 20, 2006 during a 12:00 Noon meeting with a potential Washington DC Law Firm.
Thank you for the committee’s cooperation; the return of the Corporation to the OTCBB will hold 1st priority upon status change of the corporation with the Federal Court.
I will respond with the time frame fulfillment of your request as soon as possible.
-S- Rufus Paul Harris Chief Executive Officer
There are alot more but I think this will do for now
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This message and any attachments are intended only for the use of the addressee and may contain information that is privileged and confidential. If the reader of the message is not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by e-mail and delete the message and any attachments from your system.
Text version of this message. (646B) committee response.doc (70KB)
After the above, the only communications from the named parties was demanding or else type communications, which I responded to, with a "Kiss my ars"
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posted
That's what I take out of this whole thing. To me, reading the shareholder "demands" I felt like I was reading the writing of a teenager who was trying to feel more important than he was, but really didn't understand what he was getting in to.
This is the part that stick with me the most "we hereby request that an attorney be retained within the next 24 hours,and that a copy of the executed fee contract be provided to the committee." I'd imagine that any reputable lawyer would be hard to get a meeting with in less than 24 hours, much less have time to review the situation and decide to take on the situation.
Reeks to me of a little kid who tries to be tough after another kid knocked his lollipop out of his hand "You better replace my lollipop, and do it in the next 5 seconds or you're in big trouble!" Regardless of the fact that 1) it would be impossible to do so, and 2) wtf is the kid going to do about it.
Definitely seems like a case of thining they had more power than they really had.
I just picture some shareholders sending a letter like that to like Bill Gates, and having him just laughing hysterically with his buddies about it (assuming Bill Gates has any friends).
Just another act in this crazy soap opera.
quote:Originally posted by wallymac: I still have a problem with the HSC thinking that they had the authority to mandate ANYTHING. According to my recollection they were formed to bring proposals of the shareholders to the BOD, who would then discuss it and make the decisions. It just seems that once they formed the thought they ran the company. IMO, they did not have this authority and especially didn't have the authority to make decisions for share holders who never had the opportunity to vote them into power in the first place. I didn't like the actions then for the exact reasons that are comming out now.
I mean what is Tony's or James Gee's background that would allow them to make business determinations for the Corporation? Had they already been given access to all the company records and gone over them in order to be informed enough to make a decision? Had they spoke to legal counsel and made sure what they were asking and doing was legal? Whether Rufus was making the wrong moves or not isn't relative. Since, IMO, the SHC had neither the right nor the foundation to demand and then remove the in essence the Board of Directors since Rufus was he onlyt Board member at the time.
posted
This is stupid! I was not aware that a SHC could DEMAND anything...I thought it was a way of "one voice" comminicating to the company...Yet? a Few decide to completely take over and make demands on "our behalf"? Just Stupid!
AND? How Arlitt or the shareholders would think that a lawyer would sign that the bonds are real or even a letter stating that ALL answers were made to the SEC...they weren't and still aren't...so the MM thing was a rather wasted attempt...I don't see how Rufus could supply them with those things...that would have been a lie...IMO
Jenna? those numbers and addresses have been displayed many times...nothing new in this game...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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posted
Jenna I edited my post... If you see anything I missed let me know and I will edit it out. I just copied what RPH had said. And besides John A. is our supposed CEO so I didn't think it was a problem for us to finally see some sort of contact info for him...
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quote:Originally posted by 10of13: This is stupid! I was not aware that a SHC could DEMAND anything...I thought it was a way of "one voice" comminicating to the company...Yet? a Few decide to completely take over and make demands on "our behalf"? Just Stupid!
AND? How Arlitt or the shareholders would think that a lawyer would sign that the bonds are real or even a letter stating that ALL answers were made to the SEC...they weren't and still aren't...so the MM thing was a rather wasted attempt...I don't see how Rufus could supply them with those things...that would have been a lie...IMO
Jenna? those numbers and addresses have been displayed many times...nothing new in this game...
Exactly. If RPH had gone along with them the company would have been shut down. My suspicions were proven with those communications. During my research I knew that an MM would need those types of assurances prior to being able to file a 15c211. None of the items requested by the MM were available then and are still not available. That is why we trade on the Gray Sheets. What this does is show me that Rufus was protecting the company and the shareholders whereas the SHC led by Arlitt were not looking at any of the ramifications only the short term possibility of disposing of shares.
The part that really bugs me is JA stating that the MM would have an inventory of shares to trade that could not be shorted. Where were these shares comming from?
quote:Originally posted by ClayN: Jenna I edited my post... If you see anything I missed let me know and I will edit it out. I just copied what RPH had said. And besides John A. is our supposed CEO so I didn't think it was a problem for us to finally see some sort of contact info for him...
Clay - I didn't mean you - I'm sorry....I just think about if someone did that to me - how would I feel.....
There have been some people that have recieved death threats....so I worry....
-------------------- ..just remember....Family is EVERYTHING!!
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quote:Originally posted by ClayN: Jenna I edited my post... If you see anything I missed let me know and I will edit it out. I just copied what RPH had said. And besides John A. is our supposed CEO so I didn't think it was a problem for us to finally see some sort of contact info for him...
Clay - I didn't mean you - I'm sorry....I just think about if someone did that to me - how would I feel.....
There have been some people that have recieved death threats....so I worry....
thay should all have their names numbers and addresses posted b/c they are all crooks, screw'um
posted
You worry too much. I get death threats all the time. Usually from my wife...
quote:Originally posted by Jenna:
quote:Originally posted by ClayN: Jenna I edited my post... If you see anything I missed let me know and I will edit it out. I just copied what RPH had said. And besides John A. is our supposed CEO so I didn't think it was a problem for us to finally see some sort of contact info for him...
Clay - I didn't mean you - I'm sorry....I just think about if someone did that to me - how would I feel.....
There have been some people that have recieved death threats....so I worry....
posted
Originally Posted by legalnoob After reading over the merger agreement and bylaws of CSHD, I have noticed the following significant discrepancies in the vote to remove RPH as Director and CEO of CSHD. Be advised that this analysis assumes that the merger agreement has not been cancelled (there is no evidence that it has, as there are no filings, etc. noticing the cancellation of the merger).
I will begin with a few excerpts from the merger agreement and bylaws to lay a foundation for my hypothesis, as follows:
This cites to the merger agreement in the form 8-k/a filed 9/29/06 and attached to the 10ksba filed 10/19/06 (pertinent provisions in bold).
D. Articles of Incorporation, Bylaws and Charters.
The Articles of Incorporation (Exhibit E) of CVSU in effect at the Effective Time of the Merger shall be the Articles of Incorporation of the Surviving Corporation until further amended in accordance with applicable law. The Bylaws (Exhibit F) of CVSU in effect at such Effective Time shall be the Bylaws of the Surviving Corporation until further amended in accordance with applicable law. The Charters (Exhibit G) of CVSU in effect at such Effective Time shall be the Charters of the Surviving Corporation until further amended in accordance with applicable law.
This quotes the controlling bylaws of CSHD attached to the 10ksba filed 10/19/06 (pertinent provisions in bold).
Section 8. RESIGNATIONAND 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.
Section 4. 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.
Written notice of a special meeting of stockholders stating the time and place and object thereof, shall be given to each stockholder entitled to vote thereat at least ten days before such meeting! Unless a greater period of notice is required by statute in a particular case.
...
Section 7. NOTICE OF MEETINGS: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.
THE FOLLOWING ARE MY QUESTIONS:
Since, at the time of his removal, RPH was the only officer and director of CSHD, what shareholders with at least 20% of the voting stock of CSHD called the special meeting of the shareholders to remove RPH as director and CEO?
Did any shareholder, much less all shareholders entitled to vote, receive written notice of the special meeting of the shareholders wherein a vote was cast to remove RPH as Director and CEO of CSHD? If so, did you receive notice of the time, date, and subject matter of the special meeting?
Was the meeting scheduled at least 60 days after the request of the shareholders with at least 20% of the voting stock of CSHD?
In my lay opinion, if any of the above requirements were not met the vote that removed RPH was a nullity (regardless of whether you believe a majority vote was cast to remove RPH). Without a properly called special meeting of the shareholders, there cannot be a proper vote. RPH = sole director and CEO of CSHD.
This is all IMO of course. I would encourage you to review the merger agreement and bylaws and formulate your own informed opinion.
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posted
Rufus made it clear he did NOT want CSHD trading under the circumstances we were facing in November. So just because a group of people calling themselves a SHC makes demands of Rufus i really dont see why he has to respond to them...at all!
Its funny all of this stuff is coming out now and not 2 months ago when we ALL wanted to know what was going on. It might have held some weight back then but it means nothing to me now
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quote:Originally posted by PCola77: You worry too much. I get death threats all the time. Usually from my wife...
quote:Originally posted by Jenna:
quote:Originally posted by ClayN: Jenna I edited my post... If you see anything I missed let me know and I will edit it out. I just copied what RPH had said. And besides John A. is our supposed CEO so I didn't think it was a problem for us to finally see some sort of contact info for him...
Clay - I didn't mean you - I'm sorry....I just think about if someone did that to me - how would I feel.....
There have been some people that have recieved death threats....so I worry....
Good to see you still have you sense of humor. I still have mine too but sometimes I'm the only one laughing. Still working on it though.
posted
Originally posted by Jenna That concerns me a little.....where is the money from the initial offering.....I may just not be understanding that...can anyone help me out with this?
Jenna – Conversions solutions was attempting to avoid the gov. fees, legal costs, and financial obligations (stock) which would need to be banks or other financial institutions when they did the reverse merger with FHAL. Thus there never was and IPO (where a co. would gain $ (by selling shares) at a potentially undervalued price. They wanted to avoid this route. So there never was ‘money’ from an IPO. I have speculated however that RPH was attempting to do something similar.
I believe he had/has major attends in the form of bond even if they are secured dept. I don’t think it was ever his plan to draw down from those bonds however which is why he was attracted to FHAL in the first place. (Some people are assuming the NSS began after or around the merger agreement but it is highly likely that FHAL was grossly sold short long before this point in time and the death spiral then just continued.) IMO, his plan was to trap the shorts, force them to cover, and then sell a portion of the co. stock to supporters, financial institution, etc. in effect an IPO but much later in the game after we were trading over $15/share. (Remember the move to NASDAQ w/ MM, broker, and financial institution support talk?) that’s is where this would have been like an IPO.
Actually it is safe to say “the money” when to the hedge fund and anyone on the short side of the play, for now! For example, at $4/share the co. had a real market cap. (was really worth, $4 x number of shares owned by the co. or its BOD) probably somewhere between $300,000,000 and $500,000,000 in stock alone, excluding the value of the bonds, cash on hand, other accounts, etc. so you see it was real money if some stock had been sold at those levels to support the growth of the company and its Jv’s. where the stock is trading now we “appear” to at least temporarily have an incredibly small market cap and very low co. value (at least in the value of our stock) Only RPH knows what the other assets are worth do to the invalid 10K.
At this point I find it interesting how many people still bash the stock or tell shareholders like myself to forget about this and “move on.” It is almost as if many still need to cover their short positions and may have been unable to on the grays or w such a low daily volume. We are all in several other positions and some like myself only lost profits. If I sold now I would still have made about $7k on this trade but in my mind it still doesn’t make since to yet. We never have had it confirmed what the assets are. Legal charges for Fraud have not been brought against RPH yet. JA is attempting to secure other financing. And the court case will commence eventually. I say we already hit bottom and were looking up from here even if its slow going.
PS. If the SEC recovers funds from the hedge fund when all this is said and done if will have to return most of this money to the shareholders of record or the co. itself if it is still functioning. That coupled with even a remotely favorable ruling and were are off to the races again and it will have been worth the wait.
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posted
Today at 5:02pm, Rufus Paul Harris wrote: [quote author=jeanlouise board=general thread=1170892041 post=1171058500]
All of the above
Purely hypothetical, but:
A group of investors seeks to obtain their certificates in a company that is reportedly heavily naked shorted. However, to their surprise not a single person in this group is able to obtain certs from their broker. In casual conversation they realize that they are all using the same broker. They band together and threaten suit against the broker if it cannot deliver the certs, giving the broker ample additional time to deliver. At the end of the deadline, the broker fails to deliver the certs and makes a lucrative offer of settlement. The investors wish to discuss the FTDs, however, the settlement included a confidentiality and nondisclosure agreement.
This broker might be in a bit of a bind if the FTD/naked short position was revealed for what it truly is. Wouldn't this broker stop at nothing to prevent such an occurrence.
Now, knowing the power that the brokers, MMs, hedge funds, ect. wield in Congress and the regulatory agencies, what are the odds CSHD is powerful enough to face such an enemy. The level of backing CSHD would require to even fathom such a battle would boggle the mind IMO.
Your thoughts?
Legal, that is what I have thought for quite sometime now.
Months ago, some on the other thread were saying it would "blow our minds" if we actually knew who we were chatting with online.
Add Rufus' non wavering, well thought out plan he has stated from the begining, and it all starts to come together.
FHAL IMO was not an accident. It was by design.
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Looking at AJW, Corey Ribotsky, Michael Alexexandra, Dave Perley, James Gee is only the beginning of the problem.
We have an environment where the laws set only aide the Crooks.
The Regulation Show and the Repo Agreements where the shares are loaned out over and over again and not accounted for on the books or ever enforced to shore up; ultimately, allowing infinite shares till a co. goes under.
The Financing Agreements that are allowed which in essence are failure from the get go.
The SEC who's solution is to Halt Companies until they Self Destruct and then the Big Money walks away with their pockets full.
The Congress, and Representatives of States who sit there and look the other way.
The offshore Hedge Funds who are allowed to Short and Naked Short OTCBB and Pink Sheet stocks into oblivion while the individual investor is unable to.
The brokerage houses that are allowed to sell more shares than are available in their BULK CERT.
The Transfer Agent who changes the float and no enforcement of the actions are in place. Why establish an Authorized Shares an Outstanding Shares if in essence that's not what exists in the market.
The Message Boards and ****s which are in essence controlled by the Pump and Dump, Mods, and Owners themselves.
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