Conversion Solutions Holdings (fka CSHD)

[bluediamonds]

BEN (COO) TALK, CSHD PRICE RESET, 10-K TIMING, HIGH SHARE PRICE, etc.

FWIW:

Today, 04:16 PM #4109
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by Jewelstw
Ok this is not a newbie question. I am emailing with my friend at the SEC about he reverse merger and what needs to be filed for the price reset. Does anyone know what regulation lets the company reset the price? I can't remeber what it is and I don't want to dig through the old threads.


Man I don't know about a regulation that allows it...I posted earlier about the company that I had that did a R/M and a price reset, did it at name change..we had not finalized the r/m and were still answering SEC questions regarding our Pre-14c, however, the Broker Dealer that was putting the R/M together had a proven track record and when the price was reset from $0.20 to $5.00 already had the institutional support lined up...That doesn't mean that i am saying this is how it is done or that there isn't a more formal way of doing it...just that is what happened when we did ours. Plus the B/D had already been working with the surviving company and knew what it's financial status was...so that helped. I ASSUME that rufus is having to justify to the institutions he is working with before they will reset the price and are stipulating that the company has ALL of it's filings done and financials audited and released before hand. that way the MM's and the shorts will cover instead of killing it before it gets off the ground.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=411

Join Date: Mar 2006
Posts: 7,972
Quote:
Originally Posted by mnvestor
reg 368
Here is a link to a document:
http://a257.g.akamaitech.net/7/257/2422/01apr20051500/edocket.access.gpo.gov/cfr_2005/aprqtr/26cfr1....


Today, 04:24 PM #4120
phil
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Quote:
Originally Posted by Jewelstw
Oh wow. Ok I should have read the title 26 thing earlier. Ok here is how I see it. Title 26 allows for the stock to be reset because of the reorganization of the companies. But CSHD has to prove it's market value first. So that would be a 10K or now a 10Ka since one was filed in June and they are currently filing under Furia with the SEC. I am waiting for confirmation from my friend at the SEC.


dont forget to show him section 7(b) in the 8-k as well. It states they need to supply pro forma financials by 60 days of the filing (july 11). I think when they file that the game will be on, as there is no way to hide their hand any longer.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=412

Today, 04:16 PM #4108
phil
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Quote:
Originally Posted by HititUP
I don't see any easy outs for CSHD here... They gotta start making money now, otherwise they loose everything. And I don't think they'd just let the take credit out of hundreds of millions for no reason...


Like I said before. Why would Rufus allow that to be written into the contract without having something already lined up. We have not seen the full hand yet. He's no Dufus, he's Rufus.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=411

Today, 04:00 PM #4077
phil
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Quote:
Originally Posted by kapone
Sorry man, I really was trying to explain..and typing really fast. I guess the gist of what I was trying to explain was that the 8K or the 10K really have no bearing on the price reset other than supporting it with numbers.


Thats still incorrect.

The 8-k spells out specific instructions in order to complete the merger. It is the merger rule book.

The 10-k should include cshd financials, based on what Rufus has said. However 7(b). in the 8-k states pro forma financials are due within 60 days of the filing in yet another 8-k/a and that is all that is required to complete the merger other than the S-4 which leads to the price reset and the 10-k to close out fronthaul.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=408

Today, 04:33 PM #4131
Jewelstw
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Join Date: Jul 2006
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Quote:
Originally Posted by rule62
oops...last 10K was filed for '05...has no bearing on '06


Ok I see a NT-10K filed on 09/29/2005. So this would still be within the year. I don't do financial law I do environmental law. I just have a friend that is at the SEC. I am still waiting to hear back from her.

Today, 04:36 PM #4133
rule62
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Quote:
Originally Posted by Jewelstw
Ok I see a NT-10K filed on 09/29/2005. So this would still be within the year. I don't do financial law I do environmental law. I just have a friend that is at the SEC. I am still waiting to hear back from her.



Nt is a notice that the 10k will be filed late...they can't amend the '05 financials with information taking place now...plus why would they...still have to file the '06 financials and if they changed the '05 financials they would have to restate ALL the quarterly financial statements from then on...that would be a real big pain in the sphincter!

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=414

Today, 04:41 PM #4137
Jewelstw
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Ok well if you look at Title 26, example 2 section b:
Example 2. Reverse triangular merger. (a) Facts. T has assets with
an aggregate basis of $60 and a fair market value of $100 and no
liabilities. P has a $110 basis in its S stock. Pursuant to a plan, S
merges into T with T surviving. In the merger, the T shareholders
receive $10 cash from P and P stock worth $90 in exchange for their T
stock. The transaction is a reorganization to which sections
368(a)(1)(A) and (a)(2)(E) apply.
(b) Basis adjustment. Under Sec. 1.358-6(c)(2)(i)(A), P's basis in
the T stock acquired is P's $110 basis in its S stock before the
transaction, adjusted as if T had merged into S in a forward triangular
merger to which Sec. 1.358-6(c)(1) applies. In such a case, P's $110
basis in its S stock before the transaction would have been increased by
the $60 basis of the T assets deemed transferred. Consequently, P has a
$170 basis in its T stock immediately after the transaction.

This explains why they can do the price reset. Since CSHD was held privately they have to prove market value. They are currently filing under Furia so if there was a 10K that they can amend to then they can use a 10Ka. If there isn't one than they need the 10K.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=414

Today, 04:43 PM #4139
TonySoprano
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This is my first post here but have posted on IHub as semiguy99. Lost in all the confusion about the bonds and assets are two very important points that make this a compelling speculative investment:

1. The Bonds under management, which seem to equal about $3B right now, generate an enormous amount of Free Cash Flow for CSHD, probably in the range of $150M per year (based on the split described in the 8K filed earlier this week). That's about $1.50 per share annually.

2. The Bonds can be hypothecated and the proceeds loaned out, with CSHD probably earning 1-2 points on the spread-that's worth another $25-50M annually.

Put these two together and that's $150-200M in cash flowing into the company annually for investment in one way or another.

There will be some that continue to believe that the Bonds will not show up as Assets on the Audited financials. Whether you believe that or not, a simple reading of the 8K shows the above cash flow to be a reality. This makes a share price much higher than $1, probably in the $5-20 range a virtual certainty.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=414

Today, 04:47 PM #4143
phil
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Quote:
Originally Posted by kapone
All that is true, my friend, I was specifically talking about the "reset" and hence the S-4 reference.


thats fine. This is what i am talking about.

Quote:
Here's the thing Techno. An 8K is just that a material event. The announcing of the merger was one, they filed it, the new bond was one, they filed it. Anything contained in an 8K is just that, an "official" version of a PR. It still doesn't bind them as such. If you read ANY 8K, not just CSHD's, there's enough BS language in there for them to get out of it, if they wanted to.


It was not just any old 8-k. It specifically stated the steps required to fulfill the merger. It is not just an official version of a pr, it is the mergers rulebook. It is binding and amendable just as all sec documents are.

They have to file an s-4 to register the cvsu shares they absorbed into cshd before they can pass cshd shares back out. Right now cvsu share holders are technically shareless. The s-4 registering the cvsu shares and as a consequence giving them a monetary value allows them to then reset the share price as all shares will have been fully accounted for.

You guys must stop forcing cshd to play this as a pink sheet stock with 3 days to bring home the gold. If you want that there are plenty of stocks that will pr you to heaven and back within 3 days all over the place. This one is not that type of stock.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=415

Today, 04:48 PM #4145
Jewelstw
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Quote:
Originally Posted by rule62
That is what we are all waiting on and have been for about 4 weeks now...They haven't filed the 10k, plus the 10k will be for Fronthaul not for CSHD...


I know what we are waiting for. Hititup wanted to ask the SEC a question. I passed it along to a friend I have in the trial section of the SEC.

Today, 04:52 PM #4149
Jewelstw
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Ok well it is 5 pm here so I am going to assume my friend has gone home for the night. I am going to see her tomorrow so I will see if I can get any info then. And before anyone says it, no I have not told her which company I am looking at, so she is free to discuss this information.

Today, 04:54 PM #4150
phil
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Join Date: Mar 2006
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Quote:
Originally Posted by rule62
10K is year end results...I THINK and could be wrong, that Fronthaul was the company as of 06-30-06. If you will read Phil's conclusion to how CSHD will report their financials through and amended 8-k...it should be clearer


I would expect them to include financials in the 10-k since Rufus keeps saying that. I expect it will be used to expire fronthaul and introduce cshd to the world. It should contain a more complete picture than the pro forma financials due in the 8-k/a by the 12th.

I expect the 12th (there abouts) is when it all goes down. Once they file the pro forma everyone will know their worth, and they will be forced to reset at that point or they will lose the edge that gives them.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=415

Today, 04:59 PM #4152
rule62
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Quote:
Originally Posted by phil
I would expect them to include financials in the 10-k since Rufus keeps saying that. I expect it will be used to expire fronthaul and introduce cshd to the world. It should contain a more complete picture than the pro forma financials due in the 8-k/a by the 12th.

I expect the 12th (there abouts) is when it all goes down. Once they file the pro forma everyone will know their worth, and they will be forced to reset at that point or they will lose the edge that gives them.



yup - and all of this discussion is the BIGGEST reason I have not been worried about the stock...this is a complicated process, there are so many people involved in getting this deal finalized and each time ole rufus thinks it's done...one of them says...Wait now we need this before we can sign off.

Today, 05:03 PM #4157
phil
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Quote:
Originally Posted by Bostonlude
Phil can I ask why the 12th? could he do it before.
It seems like most of it was ready for the original date they told us.


Of course they can do it before. The 12th is merely 60 days after the original filing, and is the deadline for the pro forma.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=416

Today, 05:16 PM #4168
rule62
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Quote:
Originally Posted by Princessjunkie1980
Ive read the whole thread and looked into it myself a little. I was just curious if I was missing something...anyone that looks at the news I would think would be all over it, but for some reason they arent (besides the guys and gals here). Ive been riding ECFL for a few weeks and this certainly seems well worthy of all risk.



Ok..i lied...I had to hit refresh once more..Princess, there are people that are all over this stock...look at the volume from July when it was trading over 20 million shares...most people have their stock now and we are in the sit tight and wait part of the game. the MM's and shorts are keeping the longs at bay, but rufus is coming out with the big guns soon and going to blast them to hell!

CALL TO BEN (chevyrider)

Today, 05:42 PM #4178
chevyrider
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Just got off the phone with Ben and I said you were suppose to call me back since monday but i know you were busy. I told him him I just wanted to know if things were still alright. He replied things even better than they expected and told me to hold things are only going to get better.

Today, 05:44 PM #4180
HititUP
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Quote:
Originally Posted by chevyrider
Just got off the phone with Ben and I said you were suppose to call me back since monday but i know you were busy. I told him him I just wanted to know if things were still alright. He replied things even better than they expected and told me to hold things are only going to get better.

i remember your other post when you said you called, left a message and waited for reply.
thanks for the info.

http://www.hotstockmarket.com/forums/showthread.php?t=41487&page=417