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Huh? That's what I said.
FHAL acquires CVSU. FHAL issues shares to CVSU holders. You folks are FHAL shareholders.
1. FHAL is acquiring CSHD. That's why they call it a reverse merger; it's how CVSU goes public, remember? You can't just pretend that FHAL doesn't exist anymore.
2. I agree, the S-4 is very important. But I wonder if you realize that the stock you currently own is Fronthaul, not CVSU stock. Oh sure, they changed the name and ticker but it's still FHAL. Heck, go to EDGAR on the SEC website and type in "Conversion Solutions". You will find a REGDEX filing and that's all. That name is now dormant. Now put in the name "Furia", the predecessor to Fronthaul. Voila, all of CSHD's public filings pop up. You own Furia/Fronthaul. Furia/Fronthaul has over 62 million shares outstanding and over 30 million in the float. Anyone can submit their stock for cancellation; that would reduce the number of shares. Do you want to volunteer? However, the company can't just cancel anyone's stock unless it goes bankrupt. So, no, the company cannot just "reorganize the share structure as they see fit." That's pure nonsense.
3. Fact. There are 30+ million shares in the float owned by the likes of you. Under no circumstances can they issue 6 additional shares to all of you without going over the authorized limit.
If you don't care what I have to say, why did you issue an open challenge to bashers to debunk your earlier post? I did and now you're picking up your marbles and going home. Typical.
Note to Midas: It's 200 million authorized. Go back and read Furia/FHAL's 10k from last year to confirm.
Pure sophistry, dragon. I repeat, Rufus is YOUR guy, the same guy cut-and-pasting together these SEC filings you have so much faith in.
I, Rufus Paul Harris, certify that: 1. I have created this annual report on Form 10-KSB of Conversion Solutions Holdings Corp for the fiscal year ended June 30, 2006;
And what about the rest of my post? Please show a simple math example of how CSHD might issue 6 additional shares and not go over the 200 million share authorized limit. TIA
Sammy,
A couple questions for you. In the Sarbox section of the 10k it says:
>>
In connection with the annual report on Form 10-KSB of Conversion Solutions Holdings Corp (the "Company") for the fiscal year ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer and principal financial and accounting officer of the Company hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects the financial condition and results of operations of the Company.
<<
It's signed by Rufus. But elsewhere in the 10k it lists Darryl Horton as the Chief Financial Officer. How can Rufus sign as the "principal accounting officer" if Horton is the offical CFO?
Also, at the top of the 10k, it says "For the transition period from April 1, 2006 to June 30, 2006" and as many have noted, FHAL, even for the this period they reference has been completely excluded from the financials. Have you ever seen such a statement?
You don't trust the press releases? They're from YOUR company! From the grand pooh-bah himself, Mr. Rufus Paul Harris, CEO extraordinaire!
You asked for a critique of your earlier post. I'd do it but frankly I have no idea what you're trying to say. The legitimate float (not even counting what you consider to be "air shares") all by itself is well over 30 million shares. Issuing 6 additional sharses just for each share of the float is 210+ million shares, above the authorized limit of 200 million. Here's the math.
30 million shares in the float
6 additional shares x 30 million = 180 million
New total: 180 million + 30 million = 210 million
Are they going to issue new shares to just some of the holders of the float? How about first come first served? Or only those with stock in certificate form? Only those that bow down at Rufus' feet? Rufus is a creative guy; I guess he'll come up with something. It's easy when there are no rules.
No. First of all, FHAL had roughly 62 million shares; CVSU had 48 million. It's all right there in the header of this thread. There is simply no room for additional shares for this bond holder.
Second, that wasn't the explanation Rufus gave at all. He said that CSHD is acting as an asset manager. They are taking the bonds assets and hypothecating them to raise capital for their portfolio of startup ventures.
Third, why would anyone exchange 5 billion Euros worth of bonds for 50 million shares of stock? At $2, that stock is only worth $100 million. If Rufus Inc is so valuable, the bond owner could simply make a tender offer--even at an outrageous premium like $30 per share--and aquire the whole company for about $3 billion. He would then own 100% of the company, not a fraction of it, and keep $3 billion in his pocket (5 billion Euros is equivalent to about $6 billion).
And do you see that your argument is circular? The bond holder will only agree to accept stock if it is of equal or greater value. But the stock is only valuable if it contains the bonds.
Finally, your last statement about the lawyers is an empty cop out. We're talking $6 billion here. Serious money. The bond holder has to be compensated with something of very large, very tangible value. Even the best lawyer can't waive his wand and create that kind of value. Think about it.
No so fast, Stushy. What does the Caracas group get out this little arrangement. I repeat, one of the bonds, the biggie, in fact, matures in just 17 months. What happens then? Who gets the 5 billion Euros? If they are returned to the previous owner, then CSHDE has to book a liability now. If CSHDE gets to keep the 5 billion Euros, what exactly is the previous owner getting out of the deal? 5 billion is quite a substantial sum, is it not? Even if it receives some of the interest payments between now at March 2008, they'll still be out well over $4 billion. That doesn't make any sense.
If the statement isn't false, it isn't libel. From your link:
Law. Oral communication of false statements injurious to a person's reputation.
Ok, so CSHDE *may* have a bookable asset *if* they actually have the bonds they claim to. Let's assume that they do. Do these bonds also not carry with them a liability. From Wikipedia:
In financial accounting, a liability is defined as an obligation of an entity arising from past transactions or events, the settlement of which may result in the transfer or use of assets, provision of services or other yielding of economic benefits in the future.
Liabilities have three essential characteristics:
* They embody a duty or responsibility to others that entails settlement by future transfer or use of assets, provision of services or other yielding of economic benefits, at a specified or determinable date, on occurrence of a specified event, or on demand;
* The duty or responsibility obligates the entity leaving it little or no discretion to avoid it; and,
* The transaction or event obligating the entity has already occurred.
Now, are you aware that the big 5 billion Euro bond matures in March 2008, a mere 17 months from now. At that time, Venezuela will repay the prinicipal. What happens then? I see two possibilities:
1. CSHD keeps the 5 billion Euros. Book value is preserved, and CSHD shareholders enjoy the world's biggest BBQ at the White House (cause that's where Rufus is living at the time). The previous owner wonders what he got for his 5 billion.
or
2. The previous owner of the bonds (who remain nameless, btw) receives the proceeds, in which case, 5 billion Euros of CSHD book value goes *poof*.
Which is it?
The accounting equation relates assets, liabilities, and owner's equity: Assets = Liabilities + Owner's Equity. An asset isn't accretive to book value if it is offset by a liability.
But it is. Google has never done almost $10 billion in a quarter like CSHD has.
I'll play along. Let's assume, as you say, that all the bonds have no offsetting liability--that they've all been "turned over" to CSHD. The big 5 billion Euro bond matures in March 2008, a mere 17 months from now. At that time, Venezuela will repay the prinicipal. What happens then? I see two possibilities:
1. CSHD keeps the 5 billion Euros. Book value is preserved, and CSHD shareholders enjoy the world's biggest BBQ at the White House (cause that's where Rufus is living at the time). The previous owner wonders what he got for his 5 billion.
or
2. The previous owner of the bonds (who remain nameless, btw) receives the proceeds, in which case, 5 billion Euros of CSHD book value goes *poof*.
Which is it?
"syndicated market distribution"
"reset"
"list on NASD"
That's moron talk.
That wasn't the deal and you know it.
We will halt trading, on the day, at the completion of the merger. After the 10K is filed, we will halt trading, and come back out the next day under the new symbol, and at $15 a share.
The nonsense about moving to Nasdaq is a recent development and is simply a ploy to distract you from the fact that Rufus hasn't delivered what he promised.
Ridiculous. Please explain what a "syndicated market distribution" is? There is only ONE link for such a thing on google and it's on the Waatle website.
You can't list on the "NASD". That is the abbreviation for the association of dealers; the actual market is called NASDAQ.
You say CSHD's public target has a five year operating history? Well, what the heck happened to it. It has been completely excluded from the 10k.
Why did YOU change the date of Mr. Benson's note? It clearly shows a date of 2005 in the 10k, not 2006 as you posted.
And there's so much more. You are clearly from the Nazi school of propaganda.
Better yet, call the SEC Atlanta office and speak with Debbie Hampton. A poster months ago revealed that she had been investigating the company. The number is 404-842-7600.
http://www.investorshub.com/boards/read_msg.asp?message_id=12937701
I can't believe what I'm seeing tonight. Longs have always been a bit confused but this is a bit too much.
Rufus did not deliver the halt. When asked on subpenny radio if he had the power to halt, he said he could go to market surveillance and get them to do it because of all the short manipulations. Conclusion: Despite his earlier promise to halt, he now realizes he simply does not have the authority to do it.
Rufus did not deliver the reset. Whether you want to call this a stock dividend, split, or reset issuance, whatever, all this does is increase the number of shares outstanding. It doesn't guarantee $15 or anything close to it. Further, the increase in shares outstanding will make it all the more difficult to get a Nasdaq listing. To be listed there, a stock must trade at $4 minimum. How is the stock going to get to $4 after the split when there are 700 million shares outstanding, a market cap of $2.8 BILLION?
Rufus has no idea what the rules are. He didn't know that the 10k was due on September 28. He didn't know that the final, extended deadline was October 13, even after the deadline had passed. Rufus didn't know that he had to inform the NASD that the 10k has been filed and because of this, the stock will trade with the dreaded "e" tomorrow, a situation that could have been easily avoided.
The record date confusion on the 6 additional shares is a complete fiasco. His statement violated 10b-17 which requires advance notice of a dividend. Further, for a dividend or stock split where the value is greater than 25% of the stock price, the record date is basically irrelevant. Anyone who holds on the day the dividend is actually issued receives the dividend. The ex-div date is the day after the split. In this case, the ex-div date is October 31. Again, Rufus and his team of attorneys are unware of the rules. This issue is addressed here:
http://www.nasd.com/web/groups/rules_regs/documents/notice_to_members/nasdw_003997.pdf
Even today, the company is giving out bad information. I spoke with Sabra today and she assured me that yesterday was the date of record.
Rufus has still not delivered the S-4 despite promising to do so for over 3 months; CVSU shares cannot be registered until he does. The 10k is a complete joke; what the heck happened to FHAL? (if you think they can just pretend it doesn't exist anymore, I suggest you read ANY 10k of a shell after it has done a reverse merger) AISS is sunk. Rufus, Ben and Sabra are going to run an aerospace company? The much-hyped NOBO list has destroyed the pretense that there is a 70+ million short position. It goes on and on. And yet there are people here predicting a $100 stock price. All I can say is, wow.
Here's my post on how they determined the number of shares for the special issuance...
http://www.investorshub.com/boards/read_msg.asp?message_id=14082007
There was one of those special moments only Rufus can create on subpenny last night. Simon asked him something about the share structure after the big share issuance. Here's the play-by-play...
Simon: Should the outstanding share structure be 721 million or 618 million?
Rufus: Hahahahaa. aaAAAaa. <??> Read that little part in parentheses in that press release. What does it say? The figure will be rounded down to the nearest single whole digit.
Simon: Ok.
Rufus: Yes, it should be 721 because it comes out to 6.53 is what the actual ratio comes out to. We rounded it down. We didn't say anything above 50% would go lower. We rounded it down to keep it all at all at 7 bucks(?) Down to 6 dollars and thats why you got.....I mean 6 shares for each one..that's why you're getting 6.
Simon: Ok
Rufus: Which brings you to 618.
Simon: Ok, so
Rufus: I mean, ya know, c'mon, hehe, there's that greed factor again, my friend. He. Whoever said that
My Comments:
Simon was asking a legitimate question. If there are 103mm shares no and you're issuing 6 new shares per old share (6x103mm), shouldn't the new total be 721mm (103mm+618mm)? But nothing gets past ole Rufus. He thinks the question is about why investors got 6 new shares instead of 6.53. The close price yesterday was 1.80. Put 1.80 in his formula, 15/x - x and you get 6.53). So Rufus proudly points out the part in the parentheses in the press release about rounding saying this allowed them to round down.
This is hilarious because...
1. He didn't answer the question. If he did, he would realize that he has committed the company to issuing 618mm new shares which will result in 721mm shares outstanding, not 618mm.
2. The whole point of the formula is to get shareholders their $15, thus satisfying Rufus' guarantee. But as many have pointed out, his formula was wrong. Putting $1.80 in 15/x-x gives you 6.53 (as he said) but take that a multiply it by 1.80 and you only get $11.76! (FYI, the correct formula is 15/x-1.). By rounding it down, the numbers only get worse. 6x.180 is only $10.80. I'm not quite sure how $10.80 rounds to $15. Guess Simon will have to ask a followup on that one.
3. But wait, it gets better. The blurb in parentheses that Rufus was so proud of is only applicable with a reverse split. With a forward split, there is no need to allow for fractional shares because any whole number of shares multipled by a whole number (6) is also a whole number. So Rufus once again cribbed something he doesn't understand and put it where it doesn't belong.
And that's the truth, folks. All on tape. Your CEO in all his grandeur.
So I guess this means they think that QEGY is one of the top-10 companies that is paying them for coverage.
Impressive.This website, stocktemple.com, is provided by STOCK TEMPLE MEDIA Inc. ("STOCK TEMPLE") to provide readers with information on publicly traded companies which have retained STOCK TEMPLE to provide investor relations services. STOCK TEMPLE receives compensation for those services from the company, which compensation consists of cash and/or securities of the company. In addition, STOCK TEMPLE from time to time receives additional compensation for these services from shareholders of the company in the form of warrants at prices generally in excess of market prices at the date of issuance of the warrants.
My six month target: 50 cents
Algebra lesson for the day:
(15-x)/x = 15/x - x/x
which can be reduced to 15/x - 1
Gee, that looks kinda familiar. Oh yeah, now I remember where it was. It was my post. Thanks for correcting me, Life. Kinda, sorta.
Life, you and Rufus were made for each other.
There was one of those special moments only Rufus can create on subpenny last night. Simon asked him something about the share structure after the big share issuance. Here's the play-by-play...
Simon: Should the outstanding share structure be 721 million or 618 million?
Rufus: Hahahahaa. aaAAAaa. <??> Read that little part in parentheses in that press release. What does it say? The figure will be rounded down to the nearest single whole digit.
Simon: Ok.
Rufus: Yes, it should be 721 because it comes out to 6.53 is what the actual ratio comes out to. We rounded it down. We didn't say anything above 50% would go lower. We rounded it down to keep it all at all at 7 bucks(?) Down to 6 dollars and thats why you got.....I mean 6 shares for each one..that's why you're getting 6.
Simon: Ok
Rufus: Which brings you to 618.
Simon: Ok, so
Rufus: I mean, ya know, c'mon, hehe, there's that greed factor again, my friend. He. Whoever said that
My Comments:
Simon was asking a legitimate question. If there are 103mm shares no and you're issuing 6 new shares per old share (6x103mm), shouldn't the new total be 721mm (103mm+618mm)? But nothing gets past ole Rufus. He thinks the question is about why investors got 6 new shares instead of 6.53. The close price yesterday was 1.80. Put 1.80 in his formula, 15/x - x and you get 6.53). So Rufus proudly points out the part in the parentheses in the press release about rounding saying this allowed them to round down.
This is hilarious because...
1. He didn't answer the question. If he did, he would realize that he has committed the company to issuing 618mm new shares which will result in 721mm shares outstanding, not 618mm.
2. The whole point of the formula is to get shareholders their $15, thus satisfying Rufus' guarantee. But as many have pointed out, his formula was wrong. Putting $1.80 in 15/x-x gives you 6.53 (as he said) but take that a multiply it by 1.80 and you only get $11.76! (FYI, the correct formula is 15/x-1.). By rounding it down, the numbers only get worse. 6x.180 is only $10.80. I'm not quite sure how $10.80 rounds to $15. Guess Simon will have to ask a followup on that one.
3. But wait, it gets better. The blurb in parentheses that Rufus was so proud of is only applicable with a reverse split. With a forward split, there is no need to allow for fractional shares because any whole number of shares multipled by a whole number (6) is also a whole number. So Rufus once again cribbed something he doesn't understand and put it where it doesn't belong.
And that's the truth, folks. All on tape. Your CEO in all his grandeur.
Poppy,
I'm not the right person to ask. I believe CSHD is a complete fraud. I am only passing on what Rufus said in the interview last night and Sabra told me on the phone. They were very clear. My advice is to call the company.
A crazy conspiracy theory. ..
Rufus is the recipient of the 2006 Georgia Republican of the Year Award from the Business Advisory Counsel (BAC) a project of the National Republican Congressional Committee (NRCC).
There is an election coming up.
The last thing the republicans need is another scandal. Might they put pressure on the Enforcement Division to lay off Rufus, at least until after the election? Chairman Cox is a republican.
Sabra Dabbs just told me that only shareholders as of yesterday get the six additional shares. Call her yourself. She also confirmed that after the 6 additional shares per share are issued, there will be a little over 600 million shares outstanding.
Bucky, you're a basher. You're calling Rufus a liar. He said in plain English that if you were on their list as of yesterday, you get the dividend. Otherwise, you're screwed.
CSHD is up 600++% today
If you factor in the 6 new shares being issued to shareholders of record yesterday. Rufus was very clear on this point last night. If you doubt it, listen to the interview on subpenny radio. Buyers today are screwed... including shorts.
Looks like the market is starting to wake up to this fact.
If you owned and sold it yesterday, you are outta luck. I'm not making this up. If you doubt it, listen to subpenny radio.
Cardsoh, sorry you're not post-worthy.
NO DIVIDEND IF YOU BUY TODAY. 600 MILLION SHARES OUTSTANDING NOW.
According to Rufus last night. If owned it yesterday and and you're on their list, you get the dividend whether you hold it or not.
Rufus made it very clear that if owners today get the new shares if they're on the company's list. Buyers tomorrow can take comfort in the fact that CSHD now has billions of new bonds and added book value. But they are buying into a stock with 600+ million shares. So the market cap is now approximately ONE BILLION DOLLARS.
SEC regulations do not apply; Rufus makes his own rules...on the fly.
Right. Who would be crazy enough to buy tomorrow. Today there were 100 million shares, tomorrow there is 600 million. And if you own shares as of today, why not sell tomorrow, wait for the share to adjust to reflect the split, and buy back. (According to Rufus).
Right also about Nasdaq. Rufus now has to find a way to get the share price to 4, a tall task with 600 million outstanding.
A $2.4 billion market cap for Rufus Inc!
One more thing. Did you notice that there were 103,135,657 shares outstanding. Each of these shares will receive "6 additional shares" of stock. 6 times 103,135,657 is 618,813,942 shares. So the new share count should be 103,135,657 plus 618,813,942 or 721,949,599. So why did Rufus say share count post-split will be 618,813,942? 1 + 6 = 6!
Also I like this phrase:
(no fractions will be issued and will be rounded down to the nearest whole)
How do you get a fractional share with a forward split? Once again Rufus copied and pasted irrelevant material. Does Rufus ever get anything right?
Our-street,
Rufus made it very clear on subpennyradio interview tonight that today's record date determines who gets the 6 shares per current share. I won't comment on the validity of his assertion, but I think you can see the huge importance of his statement.
No, he very clearly said it's the record date. If you own stock as of tonight you get the dividend according to Rufus. That should make you all happy.
Rufus just made a big, BIG mistake. I won't reveal it until tomorrow morning, but will say it's a doozy. It's clear Rufus is just making all this up on the fly and he's getting sloppy.
They DIDN'T make the deadline. Why do you think the otcbb scheduled the stock for an "e" on Wednesday? It's because CSHD was already delinquent as of this morning. Of course, if you could count or at least listen to someone who can count, you would know that 90 days past June 30 was September 28 and 15 days past that date was October 13. Heck, even Sabra Dabbs is reported to have told your own long buddies that this was indeed the case! You don't believe Sabra now?
As for the 10k, it isn't anywhere close to being legitimate. Did you know that the whole section about the auditing committee was cribbed word-for-word from a document filed by another company? The financials are a complete joke. You do realize that this is a MERGER, right? Well, where are the financials for FHAL? That was the public entity at close of the fiscal year. It's just a regurgitation of the 8k/a. The halt? Cancelled. $15 per share? No, now it's the equivalent of $15 (but only if the price of the stock doesn't adjust after the split). The short elimination? The 75 million short position that CSHD proudly trumpeted in a press release was based on an error that Mike Alexander acknowledged in the subpennyradio...and the company used the numbers anyway!
This is the scam to end all scams.
Run and stick you head in a hole. That'll make all these nasty facts go away. Good plan.
The point is this. This isn't a reset. That was a lie. It is clear from the 10k that there will not be a halt. That too was a lie. The 2x multiple on book value? A lie, as well.
Rufus is a liar. There is no way anyone will get anywhere close to $15 per current share after the so-called reset. If you get 5x your current shares, the stock will immediately fall to 1/5 of that value after the split. If you get 10x your current shares, it will fall to 1/10 that value. That's how stock splits work. Your point that this is better than a reset is ridiculous. Rufus said there were insititutions lined up to buy at $15 after the reset, yet another lie. Do you think anyone here would pass up a chance on $15 guaranteed in exchange for the "chance to retain some value" as you say? ROFL
Spin, spin, spin away. The stock dropped like a stone today when people started figuring out the 10k. Today's drop is only the beginning.
Thanks for the advice but I'm well-versed in this sort of thing. But since you refused to answer my questions, I'll answer them for you. As I stipulated, the "audited" book value is $800 million and shares outstanding post-merger is 111 million shares. $800 million divided by 111 million shares is $7.21/share book. That was the plan.
With the amended "reset" outlined in the 10k, here's what might happen. Let's say the stock price is $3 on October 30th. According to the formula, each shareholder will be issued 15/3 -1 or 4 shares new shares. You'll have your 1 original share plus four new shares which adds up to 5 shares. Multiply 5 shares by the stock price, $3, and you get $15. There's your reset right there.
Now, my question to you is: What is the new book value per share? The new share count is 555 million, 111 million x 5. Take $800 million and divide by 555 million and you get less than $2 book value per share.
So is Rufus honoring his guarantee to deliver 2x book value per share?
Char, Rufus promised 2-3x book value. Is that what you're getting? What is your calculation of book value per share? Please use the "audited" book value in the 10k of ~$800 million.
Ya gotta hand it to Rufus. He's full of surprises. Not a good idea to sign that 10k but then again he's waaaaay past the point of no return. Just my opinion but I don't think we'll see large registrations. I could be wrong but I don't think there's any reason these new shares shouldn't be free trading. As for the Waatle/CVSU shares, well, I don't think they'll ever see the light of day. An S-4 has to be deemed effective by the SEC, and given that the SEC has at least an informal inquiry going here, I don't see how they sign off on it. Was it worth it, Rufus?
The corrected formula will be in the soon-to-be-released 10KSB/A.
Straight from the horse's mouth:
The combined totals are 111. What happens is, we take the new book value of the new, consolidated corporation. 111 Million outstanding shares. We have 48, 62 on FHAL. The combined totals of 111 divided into your number and that gives you your book value, $7.21. You take your $7.21 value, and you either start trading at your book, or you can go 2 to 3 times.
In an IPO, you give an explanation as to how you come to your figure. You set your figure til your 3 times. It's just common in any market. Anyone says different, they don't know what they're talkin about. Two (2) times the book is the $15 number that we chose.
We will halt trading, on the day, at the completion of the merger. After the 10K is filed, we will halt trading, and come back out the next day under the new symbol, and at $15 a share.
1. Let's say the stock price is $2 on October 30. 15/2-2 is 5.5. For every 1 share you hold, you will be issued 5.5 shares. Now Rufus said in the interview transcript above that there are 111 million shares outstanding. After this split, there will be 722 million. Book value stays the same at $800 million. So book value per share is now $1.11. Put a 2x multiple on that and you're at $2.20, NOT $15! This is nothing more than a stock split and the price will adjust accordingly. That is, if it's still trading at all.
2. Rufus said there will be a halt and the stock will trade at $15 per share under a new symbol the next day. Based on the reset language in the 10k, does anyone think any of that is going to happen tomorrow?
IT WAS ALL ALL BIG LIE.
Attn: Tallrob, rookie, lens, masta etc. Time to put your money where your mouth is and buy more.