Replies to post #57368 on Conversion Solutions Holdings (fka CSHD)

[serfdom]

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.