Conversion Solutions Holdings (fka CSHD)

[Kapone]

Lenshawn, I think you got me wrong.

CSHD is NOT a new entity. The name of a company can change. Lemme see if I can try saying it a different way (what I was trying to say earlier, maybe I missed something).

- Once there was the Fronthaul group, which traded as FHAL on the OTC BB (we won't even go back to Furia, that's immaterial at this stage, for this discussion).
- It had shares that were being held by officers, insiders, external entities and the public.
- At the same time there was also this company called CVSU that was listed as a pink sheet company, but not traded for lack of a CUSIP number.

- At some point in the not too distant past, CVSU decided to reverse merge into FHAL and start trading on the OTC BB, instead of applying for a CUSIP and trade on the pink sheets. (Why they decided to merge into FHAL, is immaterial for this discussion).

- The two entities "agreed" to the merger on July 8th, and FHAL filed an 8K to that effect. Now, the fact that FHAL filed it is important, because it's a publicly traded company, and it needs to file an 8K for any "material event", and this certainly qualifies as a material one.

- The 8K listed certain aspects of the merger, like the price reset and the options, but from a "merger" perspective, the price reset really has no meaning. It is unrelated. The SEC will recognize the merger, whether the price reset happens or not, as long as the merger related filings are made and due process is followed. (Whether the price reset happens or not, or is it justified or not, is immaterial to this discussion)

Now, comes the interesting part.
- The CVSU.PK symbol gets delisted, and the stock gets acquired. At this stage presumably it is attached to the current entity FHAL, but not a part of its float or O/S. Since no S-4 has been filed to date, that stock "technically" is NOT a part of the FHAL/CSHD share structure. It can't be. The law is the law. An S-4 is needed for that. If you recall, CVSU said the same in their 8K and PR.

- Around the same time, FHAL changes it's name to Conversion Solutions Holdings, requests a new CUSIP, and a new symbol. All of these requests are submitted, processed and executed. Life is good. Did they have to file a form 10 for this? Nope. If they had, it would show up on EDGAR. The SEC doesn't lie or delay this long.

- The former entity FHAL, is now trading as CSHD, and all former shareholders of FHAL, now own shares of CSHD.

Here's the "convoluted" part.

Is the merger complete as of today? That's debatable. There's varying opinions. Does the signing of the 8K itself signify that the merger as such is complete, and a few mechanics need to be completed, or does the S-4 signify that now everything is done. The 10K as such has no bearing on the completion or non-completion of the merger.

My understanding is that for all "practical" purposes, the merger is complete, but it will not be "technically" complete until the S-4 is filed to bring the CVSU share structure into the float.

Now to some of your questions.

- Can the S-4 be stuffed into a 10K? Absolutely not. There are two completely different filings. One is financials, the other one is a registration statement.

- You have seen 8Ks stuffed into 10Ks. - Well, quite frankly, I haven't, but even if that somehow happened, the S-4 is a whole different animal. An 8-K is filed for a material event, which could be as simple as a board member resigning. Could something like that be incorporated into a 10K by reference? I guess, it's possible, but I would love to see some examples of that.

Again, I really have no clue where Yahoo got those numbers. My "gut feel" is that it is the same kind of thing, when a company sends a "financial update" to pinksheets.com etc to show some updates and Yahoo etc pick it up. Whether these numbers are audited or not, I have no way of saying one way or the other.

Now, does all of this mean that the 10K is coming out soon? Maybe, maybe not. None of these events are a pre-condition to a 10K as such, but as a matter of practice businesses file a 10K in a merger enviornment. At what point, in this case, is anybody's guess.

Sorry, that got a lil wordy.