Wednesday, October 12, 2011 12:32:01 PM
MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF THE DEFENDANTS MOTION FOR NEW TRIAL
INTRODUCTION
FACTUAL BACKGROUND
On June 14, 2004 Waatle Holdings was incorporated to enact a business model and plan that the defendant, Rufus Paul Harris and Ben Stanley had designed. The model was of a diversified holdings company that would raise initial seed capital to purchase a reporting or trading shell corporation. The reporting shell corporation would then locate and purchase viable subsidiaries and joint venture projects through stock swap agreements. The reporting shell would then fund the subsidiary or joint venture project (hereinafter referred to as JV) through the issuance of asset based securities to accredited investors and or through a public offering of registered stock. Upon complete funding of the subsidiary (hereinafter referred to as SUB) or JV the holdings company would then spin off the SUB or JV through a stock dividend spin off transaction. Each shareholder of the parent holdings corporation would receive the same percentage of the new public spin off that it holds of the parent. A stock that keeps on giving as long as the executives purchase viable and successful Sub's and JV's. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The Holdings Corporation would also specialize in three other main lines of business: (1) It would loan and or invest money to commercial businesses that possess marketable and insurable assets where by the loans are secured by the asset or asset group. (2) To place insurance for asset title lien valuation and against loan loss for each asset tendered for securitization, when required and (3) to manage premium revenue reserves and its Asset Based Securities Portfolio. The holdings company goal was to become the preferred stop shop for the acquisition of small to medium sized businesses to raise capital against marketable, income producing and insurable assets to enable the asset owners to add value to their properties and increase income derived from their properties. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The assets were to be within the $15,000,000 to $100,000,000 USD range and would either be income producing or present a very high probability to produce income within a maximum time frame of 16 months. If the asset possessed characteristics that could reasonably foresee income within that time frame, the holdings company could substitute the income stream for sales revenue's that the holdings company was presently generating while the secured asset readies itself to become income producing. The holdings company would lend against these assets in a structured and agreed way but in no instance more that 20% of the borrower's balance sheet. Any securities issued by the holdings company to fund asset groups would be made available to accredited investors for purchases, pledge or hypothecation. The holdings company would insure against bad title, the loan value or lien ration as well as the repayment of any asset based loan by setting up a captive insurance company that would purchase reinsurance and manage the premium account as an offset to any loss. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Waatle Holdings enacted the business model on the day of incorporation. The defendant received 11,000,000 million shares upon the signing of the employment contract. The defendant immediately gifted 1,000,000 shares to his wife Anissa Jarrett in the name of "Jarrett Family Trust", 500,000 shares to the Rupa Family and 500,000 shares to the Christenberry Family. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The holdings company's office was located in California and the defendant had never visited that office. The office at this time was being run by Duwayne Woods. From time to time the defendant would be introduced to individuals with potential subsidiaries or joint venture projects. The defendant met and executed a contract with Calleo Gourmet Coffee Shop of Plano, Texas. The coffee shop had a contract with Wal-Mart to place as many high-end coffee / sandwich / cookie / ice-cream shops in Wal-Mart's store that it could afford to build. The defendant also executed a contract with Live Mortgage Free and the Federal Chamber of Commerce. Live Mortgage Free was a reverse mortgage company before anyone knew what a reverse mortgage was. The Federal Chamber of Commerce was a website that all of the company's in the United States could place their complete information onto and then people could post their personal experiences with the company, just like Angieslist.com of today before there was an Angieslist.com. [See Affidavit of Rufus Paul Harris]
As of April 1, 2005 Waatle Holdings is a private corporation, it is not a publicly traded company. Its shares do not trade on any market at this time. [See Affidavit of Rufus Paul Harris]
In early 2005 the company executed a contract with a group of individuals (hereinafter referred to as "The Gordon Group") for $250,000,000 in funding to Waatle Holdings Corp in exchange for a majority interest in the company in the form of 56,100,000 common shares, officer positions and Board of Directors seats. On February 15, 2005 Peter Townsend of Chingford, UK, Howard Schwartz of West Bloomfield, MI, Kevin Diamond of Ontario, CD, and Brian Kanarek of Palm Desert, CA, were appointed as officers. Gordon Mascarenhas of Ontario, CD, Brain Price of Winnipeg, MD, and Brian Kanarek of Palm Desert, CA, were appointed to the Board of Directors. On March 15, 2005 Jerry Bivens was appointed as Corporate Secretary. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The defendant in preparing the company's annual required update for the Secretary of State of Arizona Corporate Division and upon review of the company's stock ledger posted the following updated information to the holdings company's website online stock ledger; [See Affidavit of Anissa Jarrett; Newly Discovered Evidence 1] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Directors & Officers
Ben Stanley 9,000,000
Duwayne Woods 9,000,000
Rufus Harris 9,000,000
Gordon Mascarenhas 9,000,000
Brian Kanarek 9,000,000
Howard Schwartz, 600,000
Kevin Diamond 750,000
Peter Townsend 500,000
Bryan Price 500,000
Peter Croft 500,000
Jerry Bevins 500,000
Darryl Horton 500,000
John Walsh 500,000
Paul Potter 500,000
Institutional and Subsidiaries
1410694 Ontario Limited 6,309,000
Island Investments Inc. 7,000,000
Public Health Matters, Inc. 7,000,000
deSouza Trust 2,000,000
Songwi Trust 2,700,000
InfinityOne 4,000,000
CyberLott, Inc 4,000,000
Hacoumba 1,000,000
Point Click & Dream 200,000
Common Shareholders
Dr. Lew Ryder 500,000
S. Kent & Debra Christenberry 500,000
Nancy Rupa 500,000
Tammie Cowles 150,000
Genny Crane 150,000
Michael Cowles 50,000
Pablo Aguirre 50,000
Kennth Popelia 50,000
James Morgan Irrevocable Trust 50,000
Jarrett Family trust 1,000,000
Todd Harris 50,000
Ancil Garvin 50,000
Sondra Alquicira 50,000
Paul Kanarek 10,000
George C. Bradley 150,000
David King 5,000
Paula Bradley 1,000
Lynn Hatton 100,000
(Guardian as Trustee for Jordan Kanarek UCaMA)
Anice Bradley 1,000
Marisa Bradley 1,000
Brian Bradley 1,000
Connie Alquicira 1,000
Mary Kerr 1,000
Samuel H. Bendahan 150,000
Deborah J. Asmus 10,000
Deborah J. Asmus 50,000
(Guardian UCoIMAS for Melody R. Asmus)
Deborah J. Asmus 50,000
(Guardian UCoIMAS for Miles C. Asmus)
Pauline Kanarek 74,000
Jane L Price 25,000
James B. Price 25,000
Phyllis Croft 25,000
Heather Evan 1,000
(Guardian & Trustee for Michelle Evans, Minor-UGMA)
Heather Evan 1,000
(Guardian & Trustee for Katherine Evans, Minor-UGMA)
Heather Evan 1,000
(Guardian & Trustee for Clayton REoyce Evans, Minor-UGMA)
Christopher Diamond 1,000
(Guardian & Trustee for Alexis Susan Diamond, Minor-UGMA)
Jean Diamond 50,000
Boyd Bland 1,000
Karen Ann Bland 1,000
Gabrielle Tisdale 1,000
Angela D'Souza 10,000
Denzil D'Costa 10,000
Clarence A. Verge 1,000
Thomas Bigg 5,000
Amy Bigg 1,000
Morgan Bigg 1,000
Ryan Bigg 1,000
Slvia Funk 5,000
(Guardian for Kaitlin Funk under UGMA Indiana)
Slvia Funk 5,000
(Guardian for Brian Funk under UGMA Indiana)
Slvia Funk 5,000
(Guardian for Jennifer Funk under UGMA Indiana)
Kristina Artley 5,000
(Guardian for Jacob Artley under UGMA Michigan)
Kristina Artley 5,000
(Guardian for Joshua Artley under UGMA Michigan)
[See Affidavit of Anissa Jarrett; Newly Discovered Evidence 1]
The gifting of shares to friends and family members was the norm for the executives of Waatle Holdings, Corp Included above is 1,031,000 gifted shares to friends and family members of "The Gordon Group". As of this website stock ledger update in early 2005 the defendant had 9,000,000 shares, the defendant's wife had 1,000,000 shares via the "Jarrett Family Trust", the defendants brother had 50,000 shares, the defendants friends the Rupa's and Christenberry's had 500,000 shares each, all gifted to them by the defendant, Rufus Paul Harris. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On April 19, 2005 Waatle Holdings filed its annual report reflecting 92,400,000 shares of its common stock listed on its stock ledger. The difference between the website stock ledger update of 88,000,000 and the 92,400,000 would be the 4,400,000 shares that were recorded on the company's stock ledger to Calleo Gourmet Coffee.[See Affidavit of Rufus Paul Harris] [See Affidavit of Anissa Jarrett; Newly Discovered Evidence 2]
On April 22, 2005 the defendant entered into a stock purchase agreement with William Tay, President and CEO and the Majority shareholder of the form 10 reporting shell company called Conversion Solutions, Inc to purchase his 22,890,000 shares of the company. Conversion Solutions is a private company that reports it's financials to the Securities and Exchange Commission. It is not a publicly traded company and its stock does not trade on any exchange. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On May 1, 2005 after the funding from "The Gordon Group" never materialized, the defendant called a Board of Directors meeting to remove the contracted officers and Directors and to cancel their listed shares from the holdings company stock ledger per the funding agreement. This transaction left 31,150,000 shares on the holdings company's stock ledger. The board of Directors also agreed that a full evaluation of all contracts to include subsidiaries was needed and that complete control of the corporation needed to be in Georgia during the evaluation. On May 2, 2005 Waatle holdings Corp put out a press release to this effect and moved the company's office to Kennesaw, Georgia.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 4] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The defendant upon discovery of several of the prior officers negotiations with a few reverse merger candidates, canceled such negotiations and put out a press release on May 11, 2005 informing the shareholders of the current events. [SEE AFFIDAVIT OF RUFUS PAUL EXHIBIT 4 A] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 3, 2005 a press release was issued announcing a Board meeting for June 6, 2005 and announcing that the scheduled shareholders meeting was rescheduled for June 17, 2005. The press release included the following text; "All shareholders are encouraged to contact Jerry Bivens, Corporate Secretary at 770-420-8271 to confirm participation and to update their contact information." [SEE AFFIDAVIT OF RUFUS PAUL EXHIBIT 5] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
As of June 3, 2005 Waatle Holdings Corp is a private company, it is not a publicly traded company. Its shares do not trade on any market at this time. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 10, 2005 the defendant, Rufus Paul Harris made an Acquisition and Business combination offer to Waatle Holdings Board, the offer was for 35,000,000 shares of Conversion Solutions Inc the reporting shell, Conversion Solutions would enact the current business model of Wattle holdings, hence the business combination part of the agreement title. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 17, 2005 the shareholders of Waatle Holdings Corp voted unanimously to approve the acquisition and business combination with Conversion Solutions Inc. On June 19, 2005 a press release was put out to that effect. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 6] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Upon the shareholder approval of the Acquisition and Business Combination, the defendant gifted an additional 250,000 shares each to the Rupa and Christenberry family's for their assistance in locating the reporting shell of Conversion Solutions, Inc. The defendant also gifted an additional 200,000 shares to his brother Todd Harris and 350,000 to his mother Faye Harris. Therefore, leaving the defendant with 7,900,000 shares on the company's stock ledger. Around this time and upon the hiring of an Equine Trainer for the newly formed subsidiary Equine Solutions, Inc the defendant gifted 250,000 of his personal shares to the trainer Tommy Stewart at the time of his employment. Therefore, leaving the defendant with 7,650,000 shares on the company's stock ledger. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On August 31, 2005 after weeks of negotiations Conversion Solutions and Georgia Aerospace Systems announced a joint venture operation in the form of a new corporation called American International Smart Structures. Dr Mensah of Georgia Aerospace represented to the defendant that he and his company held patients to Top Secret plating being used on the New F22 stealth program and that he held contracted engineering services with the Department of Defense for the Manufacturing of the plating, to the sum of 8 billion USD. [SEE AFFIDAVIT OR RUFUS PAUL HARRIS EXHIBIT 7] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 7(a)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On November 3, 2005 Conversion Solutions Filed an "ISSUER INFORMATION AND DISCLOSER STATEMENT FOR BROKER-DEALERS DILIGENCE PURSUANT TO RULE 15c2-11(a)(5) UNDER THE SECURITIES EXCHANGE ACT OF 1934" with FINRA, updating the company's information as required of a reporting company.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Conversion-15c211-000001 to Conversion-15c211000021]. The filing contained the following text; "Rufus Paul Harris owns 7,630,000 restricted common shares of the issuer." AND "The due diligence on the $250,000,000 in commercial notes held by Waatle Holdings through a contract obligation with Pacific Beach Mortgage is ongoing at this time and is not reflected in the balance sheet." AND "The Company intends to file a form S Shelf Registration of 43,478,260 shares of its common stock for $5.75 USD per share for $250,000,000 to include Asset Back Securities to fund the subsidiaries and special projects.” The defendant would not allow the Waatle Holdings Assets (the commercial notes from Pacific Beach Mortgage) to be booked into Conversion Solutions, Inc balance sheet until they have been approved by an outside AUDITOR. At this time during the 15c2-11- filing Mr. Duwayne Woods was working with Darryl Horton and an OUTSIDE AUDITOR by the name of Thomas Benson to get the commercial notes from Pacific Beach Mortgage approved. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Duwayne-PBM-000001 to Duwayne-PBM-000023] Mr. Woods had a working relationship with the commercial note owner, currently in Florida. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Sometime from December 2005 to January 2006 Conversion Solutions Inc received a completed AUDIT from Thomas Benson (THE OUTSIDE AUDITOR) approving the $250,000,000 in commercial notes from Pacific Beach Mortgage as viable and bookable assets of the corporation. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Benson-Audits-000002 TO Benson Audits-000014] The AUDIT REPORT included the following text; “We conducted our AUDIT in accordance with the auditing standards of the Public Company Accounting Oversight Board of the United States. Those standards require that we plan and perform the AUDIT to obtain reasonable assurance about whether the financial statements are free of material misstatements." AND "In our opinion the financial statement referred to above presents fairly in all material respect, the financial positions of Conversion Solutions, Inc." [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
In January of 2006 the officers of Conversion Solutions, Inc started to prepare a Small Business Registration Filing to register its shares, referred to in the market as a "SB-2" filing. As of January 2006 the defendant had no knowledge of FrontHaul (OTCBB: FHAL) or its principles officer, Michael Alexander and Dave Pearly. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
1/09/2006 $523,237.95 FrontHaul Bank Account Balance Checking #7348 [See Affidavit of Rufus Paul Harris Exhibit 17]
1/20/2006 $379,765.63 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
1/31/2006 $327,468.68 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
2/15/2006 $209,283.20 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On January 31, 2006 Conversion Solutions received an attorney retainer agreement from a David M. Griffith Esq. to review the SB-2 filings when completed by the officers and approved by the Board of Directors. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, CVSU-SB2-Attorney-000001 to CVSU-SB2-Attorney-000009] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
2/15/2006 $209,283.20 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On February 17, 2006 Conversion Solutions entered into a contract with "Darrell and Terrell Brittenum" to form a JV corporation called Brittenum Brothers Entertainment, Inc. "BBEI". BBEI received a 7 album offer from Virgin Records shortly after its formation and announcement. The Press release contained the following text; "Conversions Solutions announces that during the SB-2 process the following events have taken place.”[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 8] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, CVSU-NOBO- 000033 to CVSU-NOBO-000132] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
2/28/2006 $166,787.48 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
3/15/2006 $ 99,244.05 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On March 15, 2006 a Binding Letter of Intent "BLI" was received from a current note holder by the name of Ott Gira. Ott Gira was accompanied by an unknown female named Sabra Dabbs of Duluth, Georgia they were offering the company $500,000,000 in funding for 2,000,000 shares of Conversion Solutions stock each and an officer position that paid $200,000 per year for the each of them. The BLI contained the following text; "Sabra Dabbs will have limited signature authority on any offshore account, euroclear account, and any other agreement, bank account in relation to this transaction." AND "Exit Strategy: Sabra Dabbs will be permitted to transfer special transaction VB-1 in the event of non-performance defined as not achieving a milestone..." AND "The Bond is to be released to Sabra Dabbs within 72 hours of written notice of non-performance.” [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Sabra-VB-00000 to Sabra-VB-000010] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
3/30/2006 $47,029.26 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
4/14/2006 $23,887.11 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
4/27/2006 $ 6,319.83 FrontHaul bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
From March 15, 2006 to April 27, 2006 many conversations and correspondents took place between Conversion Solutions Officers, Sabra Dabbs, Ott Gira and Ismet Paez (The Bond Owner). The funding for the corporation was to be provided in the form of a Global Government Bond from the Central Bank of Venezuela for $500,000,000 USD with a 13.625% annual coupon. All negotiations were complete and on April 27, 2006 the news was published to the shareholders in the form of a press release.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 9] The press release contained the following text; “Conversion announces that during the SB-2 filing process the following current events have taken place." AND “The board of directors has decided to complete the Credit Facility prior to filing the SB-2; we feel that the addition of this asset is beneficial to the shareholder value”; the attached exhibits are communications and documents with and received from Sabra Dabbs and the Caracus Group. [See AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 10] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 11] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 12] also [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1 SABRA-VB-DOCS000001 to SABRA-VB-DOCS000007, Sabra-VB-000011 to Sabra-VB-000013, Sabra-VB-000014 to Sabra-VB-000016, Sabra-VB-000017 to Sabra-VB-000018] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
5/10/2006 $ 3,476.30 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris EXHIBIT 17]
As of May 29, 2006 Conversion Solutions Inc put out a press release saluting the Defense Department on Memorial Day. The press release contained the following text; “Conversion Solutions, Inc would like to say thank you to all of the men and women that defend our freedom and make the United States of America the great country that it is. Thank You and May God Bless you and your Families. Attention Shareholders; Note Holders and Options Holders; prior to the SB-2 filing CVSU request and recommends that all subsidiary contract holders, shareholders, Note holders and option holders to update their mailing addresses and contact information. Go to our company's website http://cvsu.us (Shareholder Information Update Form) and print the form. Upon completion, Please fax your information to 404-393-9824." [See AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 13] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On May 29, 2006 Conversion Solutions, Inc also announced an agreement with Emiro Holdings to manage the company's European banking credit facilities. [SEE AFFIDAVIT OR RUFUS PAUL HARRIS EXHIBIT 14] Emiro Holdings stated that it had the credit facilities and the relationship with certain European banks to handle the credit line for Conversion Solutions, Inc. Furthermore, the company stated to have the relationship to assist Conversion Solutions to sell its Asset Backed Instruments when they were completed and tendered for sale. This company was introduced and brought to CVSU from Sabra Dabbs. The press release contained the following text; “Conversion Solutions announces funds management contract with Emiro Holdings Corporation...." AND “CVSU announces that during the SB-2 filing process the following current events have taken place; CVSU would like to announce the signing of a funds management agreement with Emiro Holdings Corporation, a Canadian Corporation. This agreement brings the ability and use of credit derivatives such a credit default swap or total return swap allowing the corporation to tender its assets for securitization. Emiro Holdings Corporation will manage all European Funds for CVSU and Facilitate the relationship that CVSU will need for the large market debentures. The term of this agreement shall be five (5) years, with mutually agreeable renewals unto another five (5) years. Under the contract CVSU will receive $20,000,000 in initial capital. We have also received an offer for an additional 3 billion in Global and Euro Bonds from the Caracus Group and the board is currently making the necessary arrangements for receipt and securitization."; All of the following exhibits are communications with and or documents received from the principles of Emiro Holdings. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 15] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, RomeoDocs-000001 to Romeo-Docs-000050] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
5/31/2006 $2,370.86 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
The first week of July 2006, Sabra Dabbs and the acting company attorney Maurice Bennet made a strong push for the FrontHaul Merger, stating that the opportunity would be lost by the beginning of the next week. A meeting of all officers was called at the Equine Solutions Inc office in Kingston, Ga. At the meeting it was concluded to do the Merger with FrontHaul by the officers of Conversion Solutions, Inc. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/03/2006 $ 27.58 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
The weekend of July 8th and 9th Michael Alexander and Dave Pearly along with Sabra Dabbs and Jerry Bivens came to the Equine Solutions Inc office to execute a Merger Agreement. It was stated that they would be there until it was finalized. Together they worked on the agreement until it was completed and signed on Sunday, July 9, 2006. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
As of July 10, 2006 FrontHaul is a PUBLICLY TRADED company and its stock trades on the Over-The-Counter Bulletin Board NASDAQ Market (OTCBB) as a penny stock under the symbol of (FHAL), hereinafter FrontHaul will be referred to as "FHAL".[SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/10/2006 FHAL stock traded 425,128 shares with a closing price of $ .09 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/11/2006 FHAL stock traded 2,268,169 shares with a closing price of $ .10 [See Affidavit of Rufus Paul Harris Exhibit 3]
On July 12, 2006 Conversion Solutions Inc and FrontHaul Group announced the merger agreement via a joint press release and Fronthaul filed an 8-K with the Securities and Exchange Commission.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 16] The press release contained the following text; “Conversion Solutions, Inc would like to announce the signing of a merger agreement and plan of merger with FrontHaul group, Inc (OTC Bulletin Board: FHAL) a Delaware Corporation. The surviving entity will be Conversion Solutions, Inc surviving Board of Directors Rufus Paul Harris, Chairman, Ben Stanley, Directors, Jerry Bivens, Director, John Walsh, Director. Surviving Officers: Rufus Paul Harris Chief Executive Officer, Ben Stanley, Chief Operating Officer, Jerry Bivens, Corporate Secretary, Sabra Dabbs, Executive Vice President of Investments, John Walsh, Executive Vice President of Administrations." AND “This merger will greatly benefit the shareholders for FHAL and CVSU and take the corporation one step closer toward our long term goals, stated CEO Rufus Paul Harris.” Attention CVSU Shareholders, Note Holders and Option Holders; Please see shareholders update on our website www.cvsu.us. Each individual will be required to complete the form of affiliates to achieve share exchange under the merger agreement. And "I strongly recommend that all shareholders call for Hard Copy certificates, due to FHAL near future name and symbol change, stated CEO Rufus Paul Harris.” Article IV of the merger agreement under (REPRESENTATIONS AND WARRANTIES OF THE COMPANY, 4.3 CAPITAL STOCK: SUBSIDIARIES (A) Conversion Solutions and Waatle Holdings discloses that it has an issued share amount of 48,898,637 restricted shares. Under Article V of the merger agreement (REPRESENTATIONS AND WARRANTIES OF THE BUYER, 5.3 BUYER'S STOCK (a) the FrontHaul Group, Inc stated that it had 62,157,721 shares of issued stock. It was disclosed at the merger meeting that FrontHaul only had around 15,000,000 free trading shares (SHARES ABLE TO TRADE IN THE MARKET), this stated fact was a big selling point because the fewer free trading shares means less dilution factor of our stock”; the following exhibits are the Merger Agreement between Conversion Solutions Inc. and FrontHaul and an exhibit attached thereto. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 17 (Merger Agreement)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, FHAL-Banking-000001 to FHAL-Banking-000017] ALSO [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 17 (a)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/12/2006 FHAL stock traded 18,684,608 shares with a closing price of $ .14 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/13/2006 FHAL stock traded 7,202,952 shares with a closing price of $ .19 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/14/2006 FHAL stock traded 3,141,873 shares with a closing price of $ .14 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/17/2006 FHAL stock traded 3,107,798 shares with a closing price of $ .16 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/18/2006 FHAL stock traded 15,455,845 shares with a closing price of $ .28 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/19/2006 FHAL stock traded 20,544,918 shares with a closing price of $ .65 [See Affidavit of Rufus Paul Harris Exhibit 3]
As of July 19, 2006 70,831,291 shares of FrontHaul Group, Inc have traded since the merger announcement. [See Affidavit of Rufus Paul Harris Exhibit 3] As of July 19, 2006 No Conversion Solutions Inc or Waatle Holdings Corps shareholders have free trading shares of the FrontHaul Group. Only FrontHaul shareholders are trading and selling shares.
On July 19, 2006 Conversion Solutions, Inc put out a press release to address the shareholders. [SEE AFFIDAVIT OF RUFUS HARRIS EXHIBIT 18] The press release contained the following text; “The FrontHaul Group, Inc (OTC Bulletin Board: FHAL) acquired Conversion Solutions Inc through a merger agreement (Reorganization). The merger agreement was filed in the form of an 8-K with the Securities and Exchange Commission (SEC). The share conversion upon the Securities filing (Audited Financial) will be a 1 for 1 ratio. Each shareholder of CVSU will receive one share of FHAL. Upon the S-4 registration of CVSU shares received through the merger agreement, the company will have 3 options at hand.” [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
INTRODUCTION
FACTUAL BACKGROUND
On June 14, 2004 Waatle Holdings was incorporated to enact a business model and plan that the defendant, Rufus Paul Harris and Ben Stanley had designed. The model was of a diversified holdings company that would raise initial seed capital to purchase a reporting or trading shell corporation. The reporting shell corporation would then locate and purchase viable subsidiaries and joint venture projects through stock swap agreements. The reporting shell would then fund the subsidiary or joint venture project (hereinafter referred to as JV) through the issuance of asset based securities to accredited investors and or through a public offering of registered stock. Upon complete funding of the subsidiary (hereinafter referred to as SUB) or JV the holdings company would then spin off the SUB or JV through a stock dividend spin off transaction. Each shareholder of the parent holdings corporation would receive the same percentage of the new public spin off that it holds of the parent. A stock that keeps on giving as long as the executives purchase viable and successful Sub's and JV's. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The Holdings Corporation would also specialize in three other main lines of business: (1) It would loan and or invest money to commercial businesses that possess marketable and insurable assets where by the loans are secured by the asset or asset group. (2) To place insurance for asset title lien valuation and against loan loss for each asset tendered for securitization, when required and (3) to manage premium revenue reserves and its Asset Based Securities Portfolio. The holdings company goal was to become the preferred stop shop for the acquisition of small to medium sized businesses to raise capital against marketable, income producing and insurable assets to enable the asset owners to add value to their properties and increase income derived from their properties. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The assets were to be within the $15,000,000 to $100,000,000 USD range and would either be income producing or present a very high probability to produce income within a maximum time frame of 16 months. If the asset possessed characteristics that could reasonably foresee income within that time frame, the holdings company could substitute the income stream for sales revenue's that the holdings company was presently generating while the secured asset readies itself to become income producing. The holdings company would lend against these assets in a structured and agreed way but in no instance more that 20% of the borrower's balance sheet. Any securities issued by the holdings company to fund asset groups would be made available to accredited investors for purchases, pledge or hypothecation. The holdings company would insure against bad title, the loan value or lien ration as well as the repayment of any asset based loan by setting up a captive insurance company that would purchase reinsurance and manage the premium account as an offset to any loss. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Waatle Holdings enacted the business model on the day of incorporation. The defendant received 11,000,000 million shares upon the signing of the employment contract. The defendant immediately gifted 1,000,000 shares to his wife Anissa Jarrett in the name of "Jarrett Family Trust", 500,000 shares to the Rupa Family and 500,000 shares to the Christenberry Family. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The holdings company's office was located in California and the defendant had never visited that office. The office at this time was being run by Duwayne Woods. From time to time the defendant would be introduced to individuals with potential subsidiaries or joint venture projects. The defendant met and executed a contract with Calleo Gourmet Coffee Shop of Plano, Texas. The coffee shop had a contract with Wal-Mart to place as many high-end coffee / sandwich / cookie / ice-cream shops in Wal-Mart's store that it could afford to build. The defendant also executed a contract with Live Mortgage Free and the Federal Chamber of Commerce. Live Mortgage Free was a reverse mortgage company before anyone knew what a reverse mortgage was. The Federal Chamber of Commerce was a website that all of the company's in the United States could place their complete information onto and then people could post their personal experiences with the company, just like Angieslist.com of today before there was an Angieslist.com. [See Affidavit of Rufus Paul Harris]
As of April 1, 2005 Waatle Holdings is a private corporation, it is not a publicly traded company. Its shares do not trade on any market at this time. [See Affidavit of Rufus Paul Harris]
In early 2005 the company executed a contract with a group of individuals (hereinafter referred to as "The Gordon Group") for $250,000,000 in funding to Waatle Holdings Corp in exchange for a majority interest in the company in the form of 56,100,000 common shares, officer positions and Board of Directors seats. On February 15, 2005 Peter Townsend of Chingford, UK, Howard Schwartz of West Bloomfield, MI, Kevin Diamond of Ontario, CD, and Brian Kanarek of Palm Desert, CA, were appointed as officers. Gordon Mascarenhas of Ontario, CD, Brain Price of Winnipeg, MD, and Brian Kanarek of Palm Desert, CA, were appointed to the Board of Directors. On March 15, 2005 Jerry Bivens was appointed as Corporate Secretary. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The defendant in preparing the company's annual required update for the Secretary of State of Arizona Corporate Division and upon review of the company's stock ledger posted the following updated information to the holdings company's website online stock ledger; [See Affidavit of Anissa Jarrett; Newly Discovered Evidence 1] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Directors & Officers
Ben Stanley 9,000,000
Duwayne Woods 9,000,000
Rufus Harris 9,000,000
Gordon Mascarenhas 9,000,000
Brian Kanarek 9,000,000
Howard Schwartz, 600,000
Kevin Diamond 750,000
Peter Townsend 500,000
Bryan Price 500,000
Peter Croft 500,000
Jerry Bevins 500,000
Darryl Horton 500,000
John Walsh 500,000
Paul Potter 500,000
Institutional and Subsidiaries
1410694 Ontario Limited 6,309,000
Island Investments Inc. 7,000,000
Public Health Matters, Inc. 7,000,000
deSouza Trust 2,000,000
Songwi Trust 2,700,000
InfinityOne 4,000,000
CyberLott, Inc 4,000,000
Hacoumba 1,000,000
Point Click & Dream 200,000
Common Shareholders
Dr. Lew Ryder 500,000
S. Kent & Debra Christenberry 500,000
Nancy Rupa 500,000
Tammie Cowles 150,000
Genny Crane 150,000
Michael Cowles 50,000
Pablo Aguirre 50,000
Kennth Popelia 50,000
James Morgan Irrevocable Trust 50,000
Jarrett Family trust 1,000,000
Todd Harris 50,000
Ancil Garvin 50,000
Sondra Alquicira 50,000
Paul Kanarek 10,000
George C. Bradley 150,000
David King 5,000
Paula Bradley 1,000
Lynn Hatton 100,000
(Guardian as Trustee for Jordan Kanarek UCaMA)
Anice Bradley 1,000
Marisa Bradley 1,000
Brian Bradley 1,000
Connie Alquicira 1,000
Mary Kerr 1,000
Samuel H. Bendahan 150,000
Deborah J. Asmus 10,000
Deborah J. Asmus 50,000
(Guardian UCoIMAS for Melody R. Asmus)
Deborah J. Asmus 50,000
(Guardian UCoIMAS for Miles C. Asmus)
Pauline Kanarek 74,000
Jane L Price 25,000
James B. Price 25,000
Phyllis Croft 25,000
Heather Evan 1,000
(Guardian & Trustee for Michelle Evans, Minor-UGMA)
Heather Evan 1,000
(Guardian & Trustee for Katherine Evans, Minor-UGMA)
Heather Evan 1,000
(Guardian & Trustee for Clayton REoyce Evans, Minor-UGMA)
Christopher Diamond 1,000
(Guardian & Trustee for Alexis Susan Diamond, Minor-UGMA)
Jean Diamond 50,000
Boyd Bland 1,000
Karen Ann Bland 1,000
Gabrielle Tisdale 1,000
Angela D'Souza 10,000
Denzil D'Costa 10,000
Clarence A. Verge 1,000
Thomas Bigg 5,000
Amy Bigg 1,000
Morgan Bigg 1,000
Ryan Bigg 1,000
Slvia Funk 5,000
(Guardian for Kaitlin Funk under UGMA Indiana)
Slvia Funk 5,000
(Guardian for Brian Funk under UGMA Indiana)
Slvia Funk 5,000
(Guardian for Jennifer Funk under UGMA Indiana)
Kristina Artley 5,000
(Guardian for Jacob Artley under UGMA Michigan)
Kristina Artley 5,000
(Guardian for Joshua Artley under UGMA Michigan)
[See Affidavit of Anissa Jarrett; Newly Discovered Evidence 1]
The gifting of shares to friends and family members was the norm for the executives of Waatle Holdings, Corp Included above is 1,031,000 gifted shares to friends and family members of "The Gordon Group". As of this website stock ledger update in early 2005 the defendant had 9,000,000 shares, the defendant's wife had 1,000,000 shares via the "Jarrett Family Trust", the defendants brother had 50,000 shares, the defendants friends the Rupa's and Christenberry's had 500,000 shares each, all gifted to them by the defendant, Rufus Paul Harris. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On April 19, 2005 Waatle Holdings filed its annual report reflecting 92,400,000 shares of its common stock listed on its stock ledger. The difference between the website stock ledger update of 88,000,000 and the 92,400,000 would be the 4,400,000 shares that were recorded on the company's stock ledger to Calleo Gourmet Coffee.[See Affidavit of Rufus Paul Harris] [See Affidavit of Anissa Jarrett; Newly Discovered Evidence 2]
On April 22, 2005 the defendant entered into a stock purchase agreement with William Tay, President and CEO and the Majority shareholder of the form 10 reporting shell company called Conversion Solutions, Inc to purchase his 22,890,000 shares of the company. Conversion Solutions is a private company that reports it's financials to the Securities and Exchange Commission. It is not a publicly traded company and its stock does not trade on any exchange. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On May 1, 2005 after the funding from "The Gordon Group" never materialized, the defendant called a Board of Directors meeting to remove the contracted officers and Directors and to cancel their listed shares from the holdings company stock ledger per the funding agreement. This transaction left 31,150,000 shares on the holdings company's stock ledger. The board of Directors also agreed that a full evaluation of all contracts to include subsidiaries was needed and that complete control of the corporation needed to be in Georgia during the evaluation. On May 2, 2005 Waatle holdings Corp put out a press release to this effect and moved the company's office to Kennesaw, Georgia.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 4] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
The defendant upon discovery of several of the prior officers negotiations with a few reverse merger candidates, canceled such negotiations and put out a press release on May 11, 2005 informing the shareholders of the current events. [SEE AFFIDAVIT OF RUFUS PAUL EXHIBIT 4 A] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 3, 2005 a press release was issued announcing a Board meeting for June 6, 2005 and announcing that the scheduled shareholders meeting was rescheduled for June 17, 2005. The press release included the following text; "All shareholders are encouraged to contact Jerry Bivens, Corporate Secretary at 770-420-8271 to confirm participation and to update their contact information." [SEE AFFIDAVIT OF RUFUS PAUL EXHIBIT 5] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
As of June 3, 2005 Waatle Holdings Corp is a private company, it is not a publicly traded company. Its shares do not trade on any market at this time. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 10, 2005 the defendant, Rufus Paul Harris made an Acquisition and Business combination offer to Waatle Holdings Board, the offer was for 35,000,000 shares of Conversion Solutions Inc the reporting shell, Conversion Solutions would enact the current business model of Wattle holdings, hence the business combination part of the agreement title. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On June 17, 2005 the shareholders of Waatle Holdings Corp voted unanimously to approve the acquisition and business combination with Conversion Solutions Inc. On June 19, 2005 a press release was put out to that effect. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 6] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Upon the shareholder approval of the Acquisition and Business Combination, the defendant gifted an additional 250,000 shares each to the Rupa and Christenberry family's for their assistance in locating the reporting shell of Conversion Solutions, Inc. The defendant also gifted an additional 200,000 shares to his brother Todd Harris and 350,000 to his mother Faye Harris. Therefore, leaving the defendant with 7,900,000 shares on the company's stock ledger. Around this time and upon the hiring of an Equine Trainer for the newly formed subsidiary Equine Solutions, Inc the defendant gifted 250,000 of his personal shares to the trainer Tommy Stewart at the time of his employment. Therefore, leaving the defendant with 7,650,000 shares on the company's stock ledger. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On August 31, 2005 after weeks of negotiations Conversion Solutions and Georgia Aerospace Systems announced a joint venture operation in the form of a new corporation called American International Smart Structures. Dr Mensah of Georgia Aerospace represented to the defendant that he and his company held patients to Top Secret plating being used on the New F22 stealth program and that he held contracted engineering services with the Department of Defense for the Manufacturing of the plating, to the sum of 8 billion USD. [SEE AFFIDAVIT OR RUFUS PAUL HARRIS EXHIBIT 7] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 7(a)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On November 3, 2005 Conversion Solutions Filed an "ISSUER INFORMATION AND DISCLOSER STATEMENT FOR BROKER-DEALERS DILIGENCE PURSUANT TO RULE 15c2-11(a)(5) UNDER THE SECURITIES EXCHANGE ACT OF 1934" with FINRA, updating the company's information as required of a reporting company.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Conversion-15c211-000001 to Conversion-15c211000021]. The filing contained the following text; "Rufus Paul Harris owns 7,630,000 restricted common shares of the issuer." AND "The due diligence on the $250,000,000 in commercial notes held by Waatle Holdings through a contract obligation with Pacific Beach Mortgage is ongoing at this time and is not reflected in the balance sheet." AND "The Company intends to file a form S Shelf Registration of 43,478,260 shares of its common stock for $5.75 USD per share for $250,000,000 to include Asset Back Securities to fund the subsidiaries and special projects.” The defendant would not allow the Waatle Holdings Assets (the commercial notes from Pacific Beach Mortgage) to be booked into Conversion Solutions, Inc balance sheet until they have been approved by an outside AUDITOR. At this time during the 15c2-11- filing Mr. Duwayne Woods was working with Darryl Horton and an OUTSIDE AUDITOR by the name of Thomas Benson to get the commercial notes from Pacific Beach Mortgage approved. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Duwayne-PBM-000001 to Duwayne-PBM-000023] Mr. Woods had a working relationship with the commercial note owner, currently in Florida. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
Sometime from December 2005 to January 2006 Conversion Solutions Inc received a completed AUDIT from Thomas Benson (THE OUTSIDE AUDITOR) approving the $250,000,000 in commercial notes from Pacific Beach Mortgage as viable and bookable assets of the corporation. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Benson-Audits-000002 TO Benson Audits-000014] The AUDIT REPORT included the following text; “We conducted our AUDIT in accordance with the auditing standards of the Public Company Accounting Oversight Board of the United States. Those standards require that we plan and perform the AUDIT to obtain reasonable assurance about whether the financial statements are free of material misstatements." AND "In our opinion the financial statement referred to above presents fairly in all material respect, the financial positions of Conversion Solutions, Inc." [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
In January of 2006 the officers of Conversion Solutions, Inc started to prepare a Small Business Registration Filing to register its shares, referred to in the market as a "SB-2" filing. As of January 2006 the defendant had no knowledge of FrontHaul (OTCBB: FHAL) or its principles officer, Michael Alexander and Dave Pearly. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
1/09/2006 $523,237.95 FrontHaul Bank Account Balance Checking #7348 [See Affidavit of Rufus Paul Harris Exhibit 17]
1/20/2006 $379,765.63 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
1/31/2006 $327,468.68 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
2/15/2006 $209,283.20 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On January 31, 2006 Conversion Solutions received an attorney retainer agreement from a David M. Griffith Esq. to review the SB-2 filings when completed by the officers and approved by the Board of Directors. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, CVSU-SB2-Attorney-000001 to CVSU-SB2-Attorney-000009] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
2/15/2006 $209,283.20 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On February 17, 2006 Conversion Solutions entered into a contract with "Darrell and Terrell Brittenum" to form a JV corporation called Brittenum Brothers Entertainment, Inc. "BBEI". BBEI received a 7 album offer from Virgin Records shortly after its formation and announcement. The Press release contained the following text; "Conversions Solutions announces that during the SB-2 process the following events have taken place.”[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 8] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, CVSU-NOBO- 000033 to CVSU-NOBO-000132] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
2/28/2006 $166,787.48 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
3/15/2006 $ 99,244.05 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
On March 15, 2006 a Binding Letter of Intent "BLI" was received from a current note holder by the name of Ott Gira. Ott Gira was accompanied by an unknown female named Sabra Dabbs of Duluth, Georgia they were offering the company $500,000,000 in funding for 2,000,000 shares of Conversion Solutions stock each and an officer position that paid $200,000 per year for the each of them. The BLI contained the following text; "Sabra Dabbs will have limited signature authority on any offshore account, euroclear account, and any other agreement, bank account in relation to this transaction." AND "Exit Strategy: Sabra Dabbs will be permitted to transfer special transaction VB-1 in the event of non-performance defined as not achieving a milestone..." AND "The Bond is to be released to Sabra Dabbs within 72 hours of written notice of non-performance.” [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, Sabra-VB-00000 to Sabra-VB-000010] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
3/30/2006 $47,029.26 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
4/14/2006 $23,887.11 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
4/27/2006 $ 6,319.83 FrontHaul bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
From March 15, 2006 to April 27, 2006 many conversations and correspondents took place between Conversion Solutions Officers, Sabra Dabbs, Ott Gira and Ismet Paez (The Bond Owner). The funding for the corporation was to be provided in the form of a Global Government Bond from the Central Bank of Venezuela for $500,000,000 USD with a 13.625% annual coupon. All negotiations were complete and on April 27, 2006 the news was published to the shareholders in the form of a press release.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 9] The press release contained the following text; “Conversion announces that during the SB-2 filing process the following current events have taken place." AND “The board of directors has decided to complete the Credit Facility prior to filing the SB-2; we feel that the addition of this asset is beneficial to the shareholder value”; the attached exhibits are communications and documents with and received from Sabra Dabbs and the Caracus Group. [See AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 10] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 11] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 12] also [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1 SABRA-VB-DOCS000001 to SABRA-VB-DOCS000007, Sabra-VB-000011 to Sabra-VB-000013, Sabra-VB-000014 to Sabra-VB-000016, Sabra-VB-000017 to Sabra-VB-000018] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
5/10/2006 $ 3,476.30 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris EXHIBIT 17]
As of May 29, 2006 Conversion Solutions Inc put out a press release saluting the Defense Department on Memorial Day. The press release contained the following text; “Conversion Solutions, Inc would like to say thank you to all of the men and women that defend our freedom and make the United States of America the great country that it is. Thank You and May God Bless you and your Families. Attention Shareholders; Note Holders and Options Holders; prior to the SB-2 filing CVSU request and recommends that all subsidiary contract holders, shareholders, Note holders and option holders to update their mailing addresses and contact information. Go to our company's website http://cvsu.us (Shareholder Information Update Form) and print the form. Upon completion, Please fax your information to 404-393-9824." [See AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 13] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
On May 29, 2006 Conversion Solutions, Inc also announced an agreement with Emiro Holdings to manage the company's European banking credit facilities. [SEE AFFIDAVIT OR RUFUS PAUL HARRIS EXHIBIT 14] Emiro Holdings stated that it had the credit facilities and the relationship with certain European banks to handle the credit line for Conversion Solutions, Inc. Furthermore, the company stated to have the relationship to assist Conversion Solutions to sell its Asset Backed Instruments when they were completed and tendered for sale. This company was introduced and brought to CVSU from Sabra Dabbs. The press release contained the following text; “Conversion Solutions announces funds management contract with Emiro Holdings Corporation...." AND “CVSU announces that during the SB-2 filing process the following current events have taken place; CVSU would like to announce the signing of a funds management agreement with Emiro Holdings Corporation, a Canadian Corporation. This agreement brings the ability and use of credit derivatives such a credit default swap or total return swap allowing the corporation to tender its assets for securitization. Emiro Holdings Corporation will manage all European Funds for CVSU and Facilitate the relationship that CVSU will need for the large market debentures. The term of this agreement shall be five (5) years, with mutually agreeable renewals unto another five (5) years. Under the contract CVSU will receive $20,000,000 in initial capital. We have also received an offer for an additional 3 billion in Global and Euro Bonds from the Caracus Group and the board is currently making the necessary arrangements for receipt and securitization."; All of the following exhibits are communications with and or documents received from the principles of Emiro Holdings. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 15] [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, RomeoDocs-000001 to Romeo-Docs-000050] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
5/31/2006 $2,370.86 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
The first week of July 2006, Sabra Dabbs and the acting company attorney Maurice Bennet made a strong push for the FrontHaul Merger, stating that the opportunity would be lost by the beginning of the next week. A meeting of all officers was called at the Equine Solutions Inc office in Kingston, Ga. At the meeting it was concluded to do the Merger with FrontHaul by the officers of Conversion Solutions, Inc. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/03/2006 $ 27.58 FrontHaul Bank Account Balance [See Affidavit of Rufus Paul Harris Exhibit 17]
The weekend of July 8th and 9th Michael Alexander and Dave Pearly along with Sabra Dabbs and Jerry Bivens came to the Equine Solutions Inc office to execute a Merger Agreement. It was stated that they would be there until it was finalized. Together they worked on the agreement until it was completed and signed on Sunday, July 9, 2006. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
As of July 10, 2006 FrontHaul is a PUBLICLY TRADED company and its stock trades on the Over-The-Counter Bulletin Board NASDAQ Market (OTCBB) as a penny stock under the symbol of (FHAL), hereinafter FrontHaul will be referred to as "FHAL".[SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/10/2006 FHAL stock traded 425,128 shares with a closing price of $ .09 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/11/2006 FHAL stock traded 2,268,169 shares with a closing price of $ .10 [See Affidavit of Rufus Paul Harris Exhibit 3]
On July 12, 2006 Conversion Solutions Inc and FrontHaul Group announced the merger agreement via a joint press release and Fronthaul filed an 8-K with the Securities and Exchange Commission.[SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 16] The press release contained the following text; “Conversion Solutions, Inc would like to announce the signing of a merger agreement and plan of merger with FrontHaul group, Inc (OTC Bulletin Board: FHAL) a Delaware Corporation. The surviving entity will be Conversion Solutions, Inc surviving Board of Directors Rufus Paul Harris, Chairman, Ben Stanley, Directors, Jerry Bivens, Director, John Walsh, Director. Surviving Officers: Rufus Paul Harris Chief Executive Officer, Ben Stanley, Chief Operating Officer, Jerry Bivens, Corporate Secretary, Sabra Dabbs, Executive Vice President of Investments, John Walsh, Executive Vice President of Administrations." AND “This merger will greatly benefit the shareholders for FHAL and CVSU and take the corporation one step closer toward our long term goals, stated CEO Rufus Paul Harris.” Attention CVSU Shareholders, Note Holders and Option Holders; Please see shareholders update on our website www.cvsu.us. Each individual will be required to complete the form of affiliates to achieve share exchange under the merger agreement. And "I strongly recommend that all shareholders call for Hard Copy certificates, due to FHAL near future name and symbol change, stated CEO Rufus Paul Harris.” Article IV of the merger agreement under (REPRESENTATIONS AND WARRANTIES OF THE COMPANY, 4.3 CAPITAL STOCK: SUBSIDIARIES (A) Conversion Solutions and Waatle Holdings discloses that it has an issued share amount of 48,898,637 restricted shares. Under Article V of the merger agreement (REPRESENTATIONS AND WARRANTIES OF THE BUYER, 5.3 BUYER'S STOCK (a) the FrontHaul Group, Inc stated that it had 62,157,721 shares of issued stock. It was disclosed at the merger meeting that FrontHaul only had around 15,000,000 free trading shares (SHARES ABLE TO TRADE IN THE MARKET), this stated fact was a big selling point because the fewer free trading shares means less dilution factor of our stock”; the following exhibits are the Merger Agreement between Conversion Solutions Inc. and FrontHaul and an exhibit attached thereto. [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 17 (Merger Agreement)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 1, FHAL-Banking-000001 to FHAL-Banking-000017] ALSO [SEE AFFIDAVIT OF RUFUS PAUL HARRIS EXHIBIT 17 (a)] AND [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
7/12/2006 FHAL stock traded 18,684,608 shares with a closing price of $ .14 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/13/2006 FHAL stock traded 7,202,952 shares with a closing price of $ .19 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/14/2006 FHAL stock traded 3,141,873 shares with a closing price of $ .14 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/17/2006 FHAL stock traded 3,107,798 shares with a closing price of $ .16 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/18/2006 FHAL stock traded 15,455,845 shares with a closing price of $ .28 [See Affidavit of Rufus Paul Harris Exhibit 3]
7/19/2006 FHAL stock traded 20,544,918 shares with a closing price of $ .65 [See Affidavit of Rufus Paul Harris Exhibit 3]
As of July 19, 2006 70,831,291 shares of FrontHaul Group, Inc have traded since the merger announcement. [See Affidavit of Rufus Paul Harris Exhibit 3] As of July 19, 2006 No Conversion Solutions Inc or Waatle Holdings Corps shareholders have free trading shares of the FrontHaul Group. Only FrontHaul shareholders are trading and selling shares.
On July 19, 2006 Conversion Solutions, Inc put out a press release to address the shareholders. [SEE AFFIDAVIT OF RUFUS HARRIS EXHIBIT 18] The press release contained the following text; “The FrontHaul Group, Inc (OTC Bulletin Board: FHAL) acquired Conversion Solutions Inc through a merger agreement (Reorganization). The merger agreement was filed in the form of an 8-K with the Securities and Exchange Commission (SEC). The share conversion upon the Securities filing (Audited Financial) will be a 1 for 1 ratio. Each shareholder of CVSU will receive one share of FHAL. Upon the S-4 registration of CVSU shares received through the merger agreement, the company will have 3 options at hand.” [SEE AFFIDAVIT OF RUFUS PAUL HARRIS]
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