Conversion Solutions Holdings (fka CSHD)

[thehavenots]

and you Sir, need to read this! Godspeed:

(notes I gathered today off this board)

OMG! What a RAPE this deal is...Corey!!!!!!!!!!

Ribotsky gets 57.95% of the company to dump...at $0.055 per share:

AJW Offshore, Ltd. (3) - Manager: Corey Ribotsky

Total Shares of Common Stock Issuable Upon Conversion of Notes and/or Warrants*
27,245,515

Total Percentage of Common Stock, Assuming Full Conversion
28.95%

Shares of Common Stock Included in Prospectus (1)
Up to 27,245,515 shares of common stock


AJW Qualified Partners, LLC - Manager: Corey Ribotsky

Total Shares of Common Stock Issuable Upon Conversion of Notes and/or Warrants*
16,448,182

Total Percentage of Common Stock, Assuming Full Conversion
19.7%

Shares of Common Stock Included in Prospectus (1)
Up to 16,448,182 shares of common stock


AJW Partners, LLC - Manager: Corey Ribotsky

Total Shares of Common Stock Issuable Upon Conversion of Notes and/or Warrants*
6,004,091

Total Percentage of Common Stock, Assuming Full Conversion
8.2%

Shares of Common Stock Included in Prospectus (1)
Up to 6,004,091 shares of common stock


New Millennium Capital Partners II - Manager: Corey Ribotsky

Total Shares of Common Stock Issuable Upon Conversion of Notes and/or Warrants*
756,758

Total Percentage of Common Stock, Assuming Full Conversion
1.1%

Shares of Common Stock Included in Prospectus (1)
Up to 756,758 shares of common stock

* This column represents an estimated number based on a conversion price as of a recent date of December 14, 2005 of $.055, divided into the principal amount.

** These columns represent the aggregate maximum number and percentage of shares that the selling stockholders can own at one time (and therefore, offer for resale at any one time) due to their 4.99% limitation.

http://www.sec.gov/Archives/edgar/data/757563/000114420405040479/v031809_sb2.htm


But wait there's MORE...

As a result of the transaction, Fronthaul became a wholly-owned subsidiary of the Company. At the closing, an aggregate of 20,000,000 shares of the Company's common stock and 500,000 shares of the Company's preferred stock were authorized for issuance to the shareholder of Fronthaul. The common stock issued to the shareholder of Fronthaul represented 69.6 % of the 28,742,842 shares of the Company's common stock in total outstanding post closing shares. The preferred stock issued to the Fronthaul shareholder shall be convertible, at the option of the holder, into shares of the Company's common stock at the rate of 100 shares of common stock for each share of preferred stock, such right of conversion shall be based upon the following formula

(i) Upon the Company achieving revenues of $ 250,000 within twelve (12) months from the date of acquisition, aggregate of 25 % of the preferred stock may be converted;

(ii) Upon the Company achieving revenues of $ 500,000 within twelve (12) months from the date of acquisition, an aggregate of 50 % of the preferred stock may be converted; and

(iii) Upon the Company achieving revenues of $ 750,000 within twelve (12) months from the date of acquisition, an aggregate of 100 % of the preferred stock may be converted.

On the one-year anniversary from the date of acquisition (" Anniversary Date"), should the Company fail to achieve any or all of the revenue thresholds, the Company shall redeem the uncoverted preferred stock within 30 days from the Anniversary Date, then the shareholder, without regards to the revenue requirements set forth above, may, at any time thereafter, convert the preferred stock into common stock as hereinbefore set forth.


Diluting is one way. What needs to be understood is, the real players do not just make money in one way - they make money EVERY way.

1. They convert cheap and dump into the pump

2. At the top of the chart, they turn around and short it from offshore

3. They get cover from the "acquisitions" - which are usually bogus. The shares issued by the companies to pay for these "acquisitions" are dumped into the market, which profits the company. Further, it destroys the share price, allowing a cheap cover for the short positions. Watch oout for all of these "acquisitions" and "spinoffs" - remember how Rufus said some would fail? There it is.

4. They can also play amazing tricks with preferred shares, reg E's and D's - but it's extremely complicated, and I am only beginning to learn that game.


Right here: FHAL / Furia

As filed with the Securities and Exchange Commission on December 20, 2005

http://www.sec.gov/Archives/edgar/data/757563/000114420405040479/v031809_sb2.htm

Common stock to be outstanding after the offering
Up to 116,837,267

Use of proceeds
We will not receive any proceeds from the sale of the common stock. However, we will receive the sale price of any common stock we sell to the selling stockholders upon the exercise of the warrants. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. However, AJW Partners, LLC, AJW Qualified Partners LLC, AJW Offshore, Ltd. and New Millennium Partners II, LLC will be entitled to exercise all 5,000,000 warrants on a cashless basis if the shares of common stock underlying the warrants are not then registered for resale pursuant to an effective registration statement. If the selling stockholders exercise the warrants on a cashless basis, then we will not receive any proceeds from the exercise of those warrants. In addition, we have received gross proceeds of $1,000,000 from the sale of the secured convertible notes and the investors are obligated to provide us with an additional $750,000 within five days of filing this registration statement and $750,000 within five days of this registration statement being declared effective. The proceeds from the sale of the secured convertible notes will be used for business development purposes and working capital needs.


Oh my - Corey is a long and nightmarish subject for me.

Where to begin? Corey makes millions and millions every year through his finance deals with dozens of stocks. His latest operations (besides CSHD) are BANY and MOTG. Stop by the BANY board - you can learn a lot.

If you look at the charts for all his financed stocks, most show a near-total loss of 99.99% in the year that follows the financing. I am assembling a list of all Corey-managed firms, here's where I'm at so far:

AJW Offshore, LTD
AJW Partners, LLC
AJW Qualified Partners, LLC
New Millennium Capital Partners, LLC
SMS Group, LLC
First Street Manager II, LLC
Bristol Investment Fund, Ltd. (a Cayman Island company)
Bristol DLP, LLC
N.I.R. Group, LLC,

Quick Corey Bio:
COREY S. RIBOTSKY is the Managing Member of N.I.R. Group, LLC, a boutique investment management firm. Mr. Ribotsky has been investing in public companies since 1992. Prior to becoming a member of N.I.R., Mr. Ribotsky was a member of the investment management firm, The Rainmaker Group, LLC located in Red Bank, New Jersey. Mr. Ribotsky graduated with a BA from the State University of New York at Stony Brook and attended The New York University, Leonard N. Stern Graduate School of Business for an MBA in Finance and Operations. Mr. Ribotsky also attended Brooklyn Law School.

How Corey operates, via convertible debentures and pump & dump operations:

http://www.stockpatrol.com/article/key/anthrax


Scammy CEOs always mention the SEC - it is the last refuge of a scoundrel. They will usually blame message board bashers, offshore shorting, whatever the longs want to believe most. And they very much want you to think the SEC has sanctioned their actions.

Look what this penny stock CEO said after he stripped the stock of the last of its value and ruined every investor who bought it:

MIAMI, June 22, 2005 (PRIMEZONE) -- Telatinos Inc. (Pink Sheets:TLND), a Latin American-based communications service provider, today announced that the controlling shareholders and Board of Directors have ratified that the "springing option" on the Contacting division of the Company has been exercised by the Holders of the springing option. The resulting action removes the majority of all revenues to a privately held corporation. The Company and its common shareholders remain minority shareholders of IPXES Inc. The Company's proprietary technologies and all other assets and liabilities will remain in Telatinos Inc.

The Company, its officers, directors and U.S. consultants were formally examined by SEC officials for integrity and transparency earlier this year. Significant due diligence in the form of all the Company's books, board minutes and corporate agreements including but not limited to; notarized, executed confirmed purchase orders were provided. The SEC is not seeking further information from the Company, its officers, directors or consultants.

- NOTE: He does NOT say the SEC "cleared" him

Then the PR goes on to say:

Telatinos president Rodrigo Calderon stated, "The U.S. OTC and unregulated stock markets have proven to me and my colleagues that the rules and regulations governing both fully reporting and non reporting companies continue to be wildly skewed in favor of offshore hedge funds and rogue market markers. Therefore, we are removing the Company's most valuable asset from the dangers of unlimited, counterfeit dilution and the most savage stock manipulation we have ever witnessed. The Company is seeking additional information from authorities in the USA, Isle of Man and Turks & Caicos regarding specific entities who have seemingly traded extremely large amounts of the Company's common stock, yet do not appear on the Company's NOBO lists. The Company has instigated with the assistance of U.S. authorities, an investigation of activities of certain individuals whose trading activity has tenuously been linked to thousands of message board and bulletin board postings concerning the Company. We look forward to a speedy resolution to these issues."

http://press.arrivenet.com/technology/article.php/657645.html

AJW Capital Partners - Run by Corey Ribotsky, is another big reason I am here. All of the financing firms listed below - are run by Corey.

Corey Ribotsky was a key player on Telatinos/Netco - the scam where over 3,500 investors took a TOTAL LOSS. Call up a chart on Netco (NCVT)...In January of '05, it was trading at a split adjusted $20,000 PER SHARE. Now it trades at $2. If Corey is involved in FHAL/CSHD, you can pretty much kiss any long play goodbye. Make your duckies now - soon they will all live at Corey's ranch IMO.

______________________________________________

What About the Convertble Debenture?

Massive dilutive convertible financings held by AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd., and New Millenium -- the same operators in notorious "home anthrax test kit" fraud Vital Living Products (VLPI).
http://www.stockpatrol.com/article/key/anthrax

As filed with the SEC in Dec of 2005, look at how the company just gave away stock.
http://www.sec.gov/Archives/edgar/data/757563/000114420405040479/v031809_sb2.htm

“The notes bear interest at 8%, mature three years from the date of issuance, and are convertible into our common stock, at the investors' option, at 55% of the average of the three lowest intraday trading prices for the common stock on a principal market for the 20 trading days before but not including the conversion date.”

With recent intraday prices of FHAL at or below 10c, the $2.5m convertible debt raised by this “financing” is legally convertible at 5.5c per share. That translates into 45.4 million new shares. Then there’s the preferred, which converts into 50 million more new shares.

By our count, the totally fully diluted share count, as detailed by the transactions in the company’s filings, is now 174 million shares (a calculation not provided in the filings. )

Honestlly, folks, where do you believe all the cash is coming from to buy all these shares for $15 apiece ? That would require over $2.5 billion dollars … from a management team deemed to have no assets worth attaching just over a year ago!

http://www.stocklemon.com/07_26_06.html

FYI, from 'The Street': Death Spiral Convertibles

Followup on the excellent info on Corey Ribotsky and the NIR group.

DSCs, Toxic financing and PIPEs. This is a topic all penny players should be aware of. Funding for small companies is getting harder and harder to find...and these Faustian deals usually have consequences which will affect the PPS.

It's getting to be a minefield out there....yikes!
_____________________________________________

http://www.thestreet.com/pf/stocks/brokerages/10284937.html

Brokerages/Wall Street
Death Spiral Convertible Just Refuses to Die
By Matthew Goldstein
Senior Writer
5/11/2006 7:13 AM EDT
URL: http://www.thestreet.com/stocks/brokerages/10284937.html

The "death spiral convertible" might sound like your last car, but it's a bond -- and it's making an unlikely comeback on Wall Street.

These much-maligned securities, whose conversion into common shares can be triggered by precipitous drops in a company's stock, all but disappeared from the market three years ago. The near extinction occurred as investors got wise to the deleterious impact an endless flood of new shares can have on price.

Subsequent allegations of manipulative trading by some of the hedge funds that invested in these deals looked to be the death knell of the death spiral convertible. Those allegations ultimately spawned a regulatory investigation that led to a number of enforcement actions against hedge funds accused of illegally profiting from declines in stock.

Over the past year, however, there's been a surprising revival in the market for death spiral convertibles -- known officially on Wall Street as "floating convertibles.'

In particular, small, cash-strapped companies with market capitalizations often under $100 million are selling these bonds to hedge funds in deals covered by the Wall Street acronym PIPEs, or private investments in public equity. The resurgence in death spiral deals may be an indication that tiny, cash-strapped companies are finding fewer options for raising money.

This year, 10% of the 478 completed PIPE deals brought to market have been death spiral transactions. By comparison, just 1.9% of all PIPE deals in 2003 were categorized as death spirals, according to research firm PlacementTracker. (PlacementTracker officially calls them floating convertibles).

Last year, death spirals accounted for 6.4% of the $20 billion-a-year PIPEs market. Death spiral deals peaked in 1999, when they represented 20% of all PIPE transactions.

Some of the companies that have done death spiral PIPE deals with floating conversion prices this past year include Generex (GNBT:Nasdaq) and Vasomedical (VASO:Nasdaq) , according to PlacementTracker.

So far, two hedge funds are leading the way in investing in death spiral deals. Over the past 12 months, Cornell Capital Partners has emerged as the top investor in death spiral transactions, sinking $175 million into 42 deals. In second place is NIR Group, which has invested $77 million in 40 transactions.

No other hedge fund comes close to Cornell Capital or NIR, says Robert Kyle, executive vice president of Sagient Research, the parent company of PlacementTracker.

Mark Angelo, the founder and president of Cornell Capital, a $500 million fund located in Jersey City, N.J., declined to comment. Corey Ribotsky, the manager of Roslyn, N.Y.-based NIR Group, did not return several phone calls. NIR Group has $486 million in assets under management.

PIPE deals, of course, come in all shapes and fashion. But almost every deal involves the sale of discounted shares to a group of hedge funds.

Death spiral PIPEs got their unsavory reputation because, unlike typical convertible bonds, which get converted into shares only when a stock rises to a fixed price, the conversion price for these notes keeps getting adjusted downward whenever the underlying stock falls. The drop in the stock price also means the buyers are entitled to receive more shares when the conversion occurs.

The floating convertible feature is intended to be an embedded hedge to protect investors in the event the stock doesn't rise in price after the deal. But, in the past, some unscrupulous hedge funds that bought the bonds saw the floating conversion feature as an invitation to make money by literally shorting the stocks to death. In many cases, those hedge funds violated contract provisions forbidding any shorting of the company's stock. (Nobody has lodged such allegations about Cornell or NIR.)

A short sale is a market bet that a stock will fall in price.

To some degree, every PIPE deal, not just death spirals, is a bit of a Faustian bargain for a company. In selling discounted stock or a bond that converts into discounted shares, the company hopes all the extra shares coming into the market won't depress the price of its stock.

PlacementTracker reports that six months after a death spiral convertible is placed, the stock of the issuing company is down, on average, 7%. Yet, ironically, death spirals are not the worst-performing PIPE deals.

PlacementTracker says companies that sell bonds with a so-called "convertible reset' conversion provision often see their shares plunge by 26% six months after doing a deal. A convertible reset PIPE is a modified death spiral that doesn't have an endless conversion feature.

Indeed, the NIR Group, which mainly invests in death spiral PIPEs, reports having some stellar annual returns. The NIR Group's AJW Offhore hedge fund is up 6% this year, after rising 17% last year, according to a report sent to the hedge fund's investors.

One hedge fund manager who didn't want to be identified says most investors in death spiral deals want a company's stock to go up. He says the floating convertible is intended to provide protection to investors. He says there's more money to be made from a company's stock rising than falling.

The hedge fund manager says death spirals unfairly got a bad reputation because of abusive short-selling by some rogue hedge funds.

Casper Hallas, a portfolio manager with Denmark's Scandium Asset Management, agrees with that sentiment. He says his fund invested with the NIR Group because he likes PIPE deals with a floating-conversion feature. He says the downward-conversion feature provides added protection for investors.

"If the market goes down, you convert at the lower rate,' says Hallas. "Having a floating rate is a little bit like riding a put.'


Well said...yes multiplying like viruses. And as analysts, quants and I-bankers rotate from Hedge to Hedge fund, they carry their thinking and techniques with them, spreading the virus thoroughly.

We, the sheep-like gullible longs, always wind up being lunch.

In truth, the only protection we sheep have is to sell fast, as soon as we see a profit.

Like my buddy Power Pole says...we don't marry these stocks..we date them, or hook up for lunch

CHA-CHING! "this seems more like a good cop/ bad cop game..... the people that are posing as opposites may not be opposites, this may be a very complicated heist"

Very well said. There is a cast of characters that is used in this game. It is the game that destroyed my invesment in Netco. Here is the scheme. See if you recognize anyone?

The Players

Good Cop (Parental Cop/PC)
Bad Cop (Rowdy Cop/RC)
Tweedledum
Tweedledee
Drunk in Public
The Brilliant Man

Note that any of these roles can be, and often are, performed by each of The Players as The Game progresses. This is a vital factor, designed to prevent The Marks from realizing that they are being conned. While The Game heavily relies on these sterotypical characteriaztions, it is important that any one character avoid being stereotyped. This provides an added sense of believability.

PC Talks Sense, and after PC tires of it RC makes snotty comments pertaining to things like the observation that we'll wind up as somebody's "girlfriend." Rough paraphrase of the RC bit: "If you're homeless, that's nothing to be ashamed of. Just give your info and you'll get fed." "Why won't you give your name?" (answer) "Because it'll go into the computer." (Derisively) "What are you afraid of? There's no giant Big Brother here. All you do is give a little information and they let you go."

Tweedledum and Tweedledee are generally not part of the Inner Circle and are often "Marks" themselves. They are carefully chosen by The Team to bond with other Marks and establish dialogue and a reliable flow of information that is reviewed by The Team. Tweedledum and Tweedledee are completely disposable, and often replaced as The Game progresses.

Drunk In Public is more talkative, and honestly doesn't seem as drunk as he wants us to believe. DIP (aptly titled) is quick to anger, and often contradicts himself so as to give the impression he is not a force to be reckoned with. But DIP is also an essential part of The Game: His job is to promote further conflict/discussion as the Marks begin to tire of The Game. His secondary role is to throw suspicion off any Player that is close to being exposed.

Brilliant Man is naturally quite curious as to what is going on, and is pleased that we are protesting. You see, he's very familiar with the flaws in the current system. He firmly believes in the practive of b*tthole inspections. However, if anyone tries to inspect BM's b*tthole, he will react violently. Now that the solutions have become obvious to BM, it is rank stupidity and uneducatedness that keep people from recognizing their truth when they're explained to them. BM is, in fact, a genius, who would score very highly on all tests. He understands everything.