CSHD Shareholder Committee Minutes
November 22, 2006
Conference Call
The following is an accounting of the CSHD Shareholder Committee meeting, which reconvened from Tuesday, November 21, 2006, and was held between 4:00 p.m., CST and approximately 5:45 p.m., CST on Wednesday, November 22, 2006.
1. Attendees
The following members of the CSHD Shareholder Committee were present: Deleted to protect individuals of harassment.
2. Purpose of Meeting
The purpose of the meeting was to discuss the response received by Mr. Rufus Paul Harris to the Official Request submitted to him by the Shareholder Committee on Tuesday, November 21, 2006. Verbal communication to said request was expected via telephone communication and/or e-mail no later than 10:00 p.m. EST on November 21, 2006, and a written response to said request was due no later than 5:00 p.m. EST today, November 22, 2006.
3. Announcements
Mr. Gee reiterated to the entire panel the severity of breaching anything contained within the Confidentiality Agreements which have been signed by each member. We were advised that any individual who chooses to violate the terms of the Confidentiality Agreement and/or the requests of Mr. Gee in that regard, will definitely be facing litigation.
Mr. Gee announced that Mr. Rufus Paul Harris failed to respond to the Official Request of the Shareholder Committee. No response was received either by phone, fax, mail or e-mail within the specified time allotted for said response.
The Committee was further advised that Mr. Rufus Paul Harris, to date, has failed to submit the PR which was prepared by the Shareholder Committee and submitted to him for delivery to the wire service on November 19, 2006.
The Committee was further advised that Mr. Rufus Paul Harris had not been forthcoming regarding specific sums of money required to move the corporation forward. Specifically, Mr. Rufus Paul Harris, in a previous meeting with the Committee, assured the Committee that the rumors of the corporation being in need of $200,000.00 for attorneys’ fees were false; he further assured the Committee that the funds were available and we had no worries. Mr. Harris indicated that the rumors we were hearing were expected, as he had dropped erroneous information intentionally to certain parties, knowing it would be repeated.
The Committee was further advised that the sum of $200,000.00 is, in fact, required at this time. However, that sum of money is required for the purpose of a swift transaction fee to draw down on a bond. Other bank fees will incur after such time that the bond is drawn down on, but those fees can be distributed from the funds realized from the bond;
The Committee was further advised that Conversion Solutions Holdings, Corp. is not presently represented by legal counsel.
The Committee was further advised that many of the assets situated in Georgia, including the livestock situated on the ranch property at 150 Moore Road in Kingston, Georgia, are probably the property of the CSHD shareholders.
The Committee was further advised that the total sum in the bank account of Conversion Solutions Holdings, Corp. is approximately $16,000.00.
The Committee was further advised that we have a candidate with
twenty-four years experience in bonds, who is willing to come on as an officer of the company. The position would probably be that of COO.
The Committee was further advised that the bonds in question are legitimate. It is probable that the working relationship between Mr. Harris and the bond owners has suffered irreparable damage, and those relationships will have to be established with the bond owners and our new CEO. Also, we will be able to acquire brand-new bonds without any problem.
The Committee was further advised that the company has JVs ready to be funded.
The Committee was further advised that Mr. James A. Nofi did not complete an internal audit; in addition, he is still owed money by the company.
The Committee was further advised that other individuals are owed money by the company.
The Committee was further advised that no sum of money has been set aside in escrow for the shareholders, as had been previously indicated by Mr. Harris.
4. Topics of Discussion
• The refusal of Mr. Rufus Paul Harris to communicate with the Shareholder Committee and the effects thereof;
• The need to rescind our initial offer to Mr. Harris whereby he was offered to stay on in some other capacity;
• Whether or not to reconsider allowing Mr. Harris to stay on with the company in the event he were to approach us with sincere apologies and plausible explanations;
• To conduct a formal vote, via notarized commitments from shareholders, for the purposes of (1) Removing Rufus Paul Harris as CEO and Chairman of the Board of Conversion Solutions Holdings Corp. and replacing him with John Arlitt; (2) Appointing Randy Moseley as CFO; and any and all other matters at hand requiring immediate attention;
• The fact that time is of the essence and that we are faced with an incredible number of problems that need to be addressed immediately. We acknowledged our thanks to Mr. Arlitt for his willingness to walk into such an absolute mess, realizing fully that he will require extreme cooperation on the part of all;
• Possible ways to raise the $200,000.00 immediately. We were advised that anyone willing to contribute towards this goal would be providing a shareholder’s loan to the company;
• The immediate need to secure legal counsel. Immediately address the lawsuit currently pending in the United States District Court for the Northern District of Georgia;
• The immediate need to bring all SEC filings up to date;
• The importance of working in compliance with the SEC and not against them;
• The need to replace the Transfer Agent immediately. It was suggested that we go back to Don at Integrity;
• The need to freeze the Transfer Agent from receiving any letters from any attorney for registered stock that can be sold under Regulation “S” from any foreign Country;
• The need to issue a Cease and Desist on Mr. Rufus Paul Harris, restricting him from discussing CSHD via any medium, including, but not limited to radio and internet. We were advised that the Cease and Desist could also include all of his family members and close relations and could restrict him from discussing CSHD privately as well;
• The need to seize all assets that are shown to belong to CSHD, including, but not limited to, any shares that Mr. Rufus Paul Harris may hold in the corporation, and the livestock located on the “ranch” at 150 Moore Road, Kingston, Georgia;
• The need to have all information associated with CSHD, including, but not limited to all files, bank accounts and bank account information, any and all passcodes to Euroclear, all information stored on any computer hard-drive, disk, thumb-drive or any other means of data storage, currently in the possession of Mr. Rufus Paul Harris, turned over immediately;
• Discussion on benefits of relocating the corporate office to Dallas, Texas;
• Expected behavior of any individual on the Committee who is to post on any message board, including, but not limited to: PalTalk, HSM, iHub or *********. We were warned by Mr. Gee as follows: “First off, I’ll tell you, you are going to be doing it at your own risk. So other than ‘Hi,’ ‘How are you?’ and ‘How’s the weather?’, if you say anymore than that, then you’re opening yourself up for something against you.”;
• All members were asked to e-mail Mr. Gee with ideas pertaining to immediate priorities. We discussed the amount of work to be done, and how imperative it is that nothing is overlooked. It was decided that it will be more efficient for Mr. Gee to collect individual thoughts from everyone and compile them into an organized time chart from his end;
• Vote Tally A verbal tally was taken during the meeting of all shareholders committed to voting on all issues discussed. After a final count, it was determined that the Shareholder Committee represented more than the 51% majority required. Discussions were held on the importance of making these votes formal. In that regard, it was decided that all commitments would be made by each individual signing an official commitment, in the presence of a Notary Public, and returning it promptly to Mr. James Gee, Chairman of the Shareholder Committee.
5. Key Decisions
• All voting on immediate issues is to be accomplished in a formal manner. To accomplish this, all shareholders who have pledged their shares to these votes will be required to return to Committee Chairman Gee a signed, notarized copy of their commitment. Said commitments will be attached to these Minutes as evidence thereof.
• Immediate removal of Mr. Rufus Paul Harris, not only as CEO of Conversion Solutions Holdings Corp., but also as Chairman of the Board, and to completely sever all relationships between Mr. Rufus Paul Harris and the corporation.
• Appoint Mr. John Arlitt as CEO and Chairman of the Board of Conversion Solutions Holdings Corp.
• Appoint Mr. Randy Moseley as CFO of Conversion Solutions Holdings Corp.
• Immediately PR the appointments of Mr. Arlitt and Mr. Moseley.
• File an 8K declaring the removal of Mr. Harris and the appointments of Mr. Arlitt and Mr. Moseley.
• Raise a minimum of $200,000.00 for the purpose of paying the swift transfer fees required to draw down on a bond.
• Retain a law firm to represent Conversion Solutions Holdings Corp. in the pending litigation against it in the United States District Court for the Northern District of Georgia, Atlanta Division.
• Bring all filings current with the SEC.
.
• Draw down on the bond.
• Begin funding JVs as soon as practical.
6. Adjournment
The meeting was adjourned at approximately 5:45 p.m., CST on Wednesday, November 22, 2006.
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