Replies to post #75761 on Conversion Solutions Holdings (fka CSHD)

[serfdom]

The issue is NOT who knows MORE about bonds - the issue is whether Rufus ever had them in the first place. My DD says he didn't. And you can't say I'm wrong until you call Canady and tell us what he says.

Nice spin though - it almost worked.

:)

[bluediamonds]

We are about to witness a "SHORT ELIMINATION" according to Rufus.

Could Tuesday be the BIG DAY?!

See below...

--------------------

FWIW:

CEO (rule62) ON UPCOMING CSHD EVENTS

FWIW (keep reading as more and more DD is shared as the thread progresses, it's long, but well worth it, for if rule62 is correct, these posts then give up a very good time-line of what is about to happen - and if it plays out this way all CSHD longs will be much richer in the very near future, IMO):

Sep 13th, 2006, 09:27 PM #388
rule62
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Quote:
Originally Posted by loudbay
please explain



Once you announce the merger is complete...you have 4 days to file the consolidated financials.

http://www.hotstockmarket.com/forums/showthread.php?p=681830#post681830

Sep 13th, 2006, 09:31 PM #403
rule62
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Quote:
Originally Posted by loudbay
I thought the S4 then 4 days... but 4 days sounds good to me...


Nope...old rules were 60 days...sec cracked down and now it is four days. Now a lot of companies are filing all the info at the same time in the same 8-K...know as a super 8-K

http://www.hotstockmarket.com/forums/showthread.php?p=681846#post681846

Sep 13th, 2006, 09:47 PM #474
rule62
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Quote:
Originally Posted by phil
You know I actually remember reading that a couple of weeks ago. Man it seems like ages. thanks



yeah...we run into this all the time when we are structuring R/M's. Companies want to run out and announce the R/m is complete...but they are a long way from having their financials...so we have to put off the news until we have the new financials. I would assume that Rufus as the financials done and is waiting on signatures. His Pr's come at weird times, so he is probably working around the clock.

http://www.hotstockmarket.com/forums/showthread.php?p=681925#post681925

Sep 13th, 2006, 09:39 PM #437
rule62
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Phil - here ya go...

Shortened Form 8-K Filing Deadline and Availability of Form 12b-25
The amendments to Form 8-K require issuers that are subject to the reporting requirements of Section 13(a) and Section 15(d) of the Exchange Act, other than foreign private issuers that file annual reports on Form 20-F24 or 40-F,25 to file required current reports on Form 8-K within four business days of a triggering event.26 These amendments do not affect the filing deadline for disclosures under Regulation FD (Item 7.01), voluntary disclosures (Item 8.01) and certain exhibits.

In the proposing release, we proposed a two business day deadline for Form 8-K, with provision for an automatic two business day extension upon a company's filing of Form 12b-25. Thus, the proposals would have permitted a four business day filing period whenever a company filed a Form 12b-25.

We received numerous comments and recommendations regarding appropriate filing deadlines.27 The comments ranged from support of the two business day deadline to recommendations of as much as ten business days. Similarly, we received mixed comments on the Form 12b-25 proposal.28 Some commenters noted that the Form 12b-25 proposal would complicate the process and that increased filings would reduce the significance of a Form 12b-25 filing.29 We are persuaded by these commenters that modifications to the proposals are warranted. Thus, we are not adopting the proposal to extend the Form 8-K filing deadline via Form 12b-25. Rather, we are adopting a four business day deadline for Form 8-K, with no provision for extension under Rule 12b-25.30 We believe that this change addresses commenters' concerns regarding the sufficiency of the filing period and simplifies the logistics of filing the four business day period.

http://www.hotstockmarket.com/forums/showthread.php?p=681884#post681884

Sep 13th, 2006, 09:36 PM #426
rule62
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You can look at several other deals done by the same firm that did TBV...they are all done like that as well...just had a drink with him!

http://www.hotstockmarket.com/forums/showthread.php?p=681870#post681870

Sep 13th, 2006, 09:48 PM #481
rule62
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Quote:
Originally Posted by Alien11
All Rufus did is state that the merger is complete, does he have to file an 8-K stating the completion and then gets the 4 day extension for the S-4?



That announcement will be filed in a form 8-K. All that has been seen by us is he PR. You have to file the 8-K, then you have 4 days to file the financials.

http://www.hotstockmarket.com/forums/showthread.php?p=681932#post681932

Sep 13th, 2006, 09:52 PM #497
rule62
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Quote:
Originally Posted by stocktrader22
I was told in the 8-K it states SB-4 will be filed after 10K



All that is needed to complete everything legally is an 8-K. All the information regarding the r/m can be filed in a form 8-K. they will have to file a form 10-K to be in compliance for the year end statement. I have said this before, the year end was June 30th. everything that happened after June 30 is irrelavent to the year end...unless they want to put in a current events section on the 10-K to discuss the merger and the financial statements. that would be a pain in the ass! All rufy needs is to file an 8-k in the next 4 days with the consolidated financial statements...then turn around and file Fronthauls year end numbers. piece of cake

http://www.hotstockmarket.com/forums/showthread.php?p=681952#post681952

Sep 13th, 2006, 10:01 PM #537
rule62
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Quote:
Originally Posted by phil
the s-4 will only register cvsu shares so they can trade them for fhal shares. Once they trade them they can then do the reset. thats all the s-4 does, registers cvsu shares.



exactly...8-K is the merger!!!!
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http://www.hotstockmarket.com/forums/showthread.php?p=682002#post682002

Sep 13th, 2006, 10:11 PM #581
rule62
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Quote:
Originally Posted by Alien11
We are now waiting for the "event" the 8-K stating the completion of the merger. Then 10-K comes in 4 days for compliance, then S-4, then reset.



No...the 10-k is due on the 30th...all the consolidated post r/m financials can be filed in the 8-K or in an amended 8-K. the 10k requirements don't change. I hope that made sense!

http://www.hotstockmarket.com/forums/showthread.php?p=682054#post682054

Sep 14th, 2006, 09:34 PM #2614
rule62
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Ok...this is what it looks like to me. they announced the merger is complete. they need to file an 8-K stating the same thing. Pr of that nature needs an 8-K to be in compliance. That 8-K needs the financials of the company. If the PR 8-K DOES NOT INCLUDE FINANCIALS, then they need to amend the 8-K within 4 DAYS with financials to be in compliance. the s-4 that Phil is talking about is a necassary part of the transaction...but I don't know if their is a timing issue with the s-4 or not. I have not been involved in a R/M that used one, and therefor not familiar enough to give the timing requirements...the PR last night has the clock ticking...there is a possibility we see the 8-K include all the information as early as the next 24 hours.

http://www.hotstockmarket.com/forums/showthread.php?p=686023#post686023

Sep 14th, 2006, 09:48 PM #2629
rule62
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Quote:
Originally Posted by The Dude
your input is appreciated is there a deadline that you are aware of for the merger 8K? Are you saying financials are due 4 days after merger or just after 8K(if they arent in there).



That PR last night needed an 8-K to go along with it. If you read the rest of the section that i posted last night explaining the 4 day rule...it goes on to explain what all the 8-K is necassary for...one of the things is the announcement of the closing of a merger or acquisition. So, technically the 4 days doesn't start until the 8-K is filed...but in the same breath, the PR released last night was an event that needed an 8-K. I am hoping to see an 8-K very quickly that has all the information. It is now the norm to file a Super 8-K that has all the information necassary to close the merger...business details, financials, prudent information to shareholders, new directors, etc.

http://www.hotstockmarket.com/forums/showthread.php?p=686054#post686054

Sep 14th, 2006, 09:53 PM #2640
rule62
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Quote:
Originally Posted by The Dude
not sure what you are saying rule? you sayin the 10K isnt anything to get excited about?

do you see it as an 10ka issue to await out value? oh god i hope they are not far apart



CSHD needs to file their finacials 4-days after the merger is complete. The 10k is a year end statement. Year end was June 30th. Public reporting company of record on June 30 was Fronthaul. Will they file CSHD's financials in the 10-K??? I have no idea...do they need to...NO...the 8-K is sufficient!

http://www.hotstockmarket.com/forums/showthread.php?p=686073#post686073

Sep 14th, 2006, 09:56 PM #2646
rule62
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Quote:
Originally Posted by kapone
Rule, lemme ask you a question. Have you ever seen a company just send out a PR saying "the merger is complete"?? And on the same token, have you ever seen a company file an 8K saying "we had told you earlier that the merger is complete, here we are officially telling the SEC that it is, by filing this 8K"??



No...they usually happen at the same time....I did them by filing the 8-K then putting out the news with selected information from the 8-K in the PR. Rufy needed to cover his ass last night to keep the stock from tanking so he threw us a bone...but that bone is pretty damn short to be in compliance.

http://www.hotstockmarket.com/forums/showthread.php?p=686082#post686082

Sep 14th, 2006, 10:06 PM #2664
rule62
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Quote:
Originally Posted by The Dude
yes I was shocked not to have any sort of filing after the merger PR. In my view, the merger is, in fact not complete. I would like to think we would get that 8k before the weekend. That would be nice......



My bet on all this is Rufus is being told that the audit will be complete by X day...he gets excited and tells us the merger will be complete on the 13th. the 13th rolls around and everyone is waiting...so he makes a PR...betting the audit will be finished quickly enough to file the 8-K without alerting the SEC to the fact he has announced the merger, but hasn't filed it. When you file it becomes public information, accessible by everyone...Pr's don't count as making information such as this public...plus the SEC gets to comment on anything that is filed if they so choose...so It has to be filed to be officially complete! do I think the merger is complete...HELL YES...do I think it has been completed in accordance to the rules HELL NO!

http://www.hotstockmarket.com/forums/showthread.php?p=686109#post686109

Sep 14th, 2006, 10:14 PM #2673
rule62
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Quote:
Originally Posted by kapone
Lemme ask you, he never mentioned the 13th in any of his posts on iHub, or any of his phone calls, or Paltalk. And neither did Tut hint at 13th being D-Day. So, no one really was expecting 13th to be D-day (I'm referring to the earlier PR, not the ones yesterday, where he said the merger completion is set for the 13th). So, why not just wait until the auditors are done, before announcing a formal date?? And even if the PPS went down, due to the lack of this apparent news, why should Rufus care? The pre-reset price doesn't matter with the reset on the horizon.



No he said that they were finishing the merger on the 13th.

From the PR on Sep. 8th

"The Official Merger date has been set for Wednesday, September 13, 2006 at the close of the trading day. At that time the corporation will receive the Non-Objecting Beneficial Owners (NOBO) from ADP Automatic Data Processing Inc. located at 51 Mercedes Way Edgewood, NY 11717 allowing the conclusion of the FHAL shareholder list for the completion of the Audited 10-K."

http://www.hotstockmarket.com/forums/showthread.php?p=686124#post686124

Sep 14th, 2006, 10:17 PM #2677
rule62
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--------------------------------------------------------------------------------

Quote:
Originally Posted by kapone
That's precisely my point, why not wait till eveything is ready, before you announce a formal date??



Cuz, ... he has premature press release syndrome and he needs to learn to pinch it off like the rest of us!

http://www.hotstockmarket.com/forums/showthread.php?p=686124#post686124


Sep 14th, 2006, 10:16 PM #2675
rule62
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Quote:
Originally Posted by kapone
Lemme ask you, he never mentioned the 13th in any of his posts on iHub, or any of his phone calls, or Paltalk. And neither did Tut hint at 13th being D-Day. So, no one really was expecting 13th to be D-day (I'm referring to the earlier PR, not the ones yesterday, where he said the merger completion is set for the 13th). So, why not just wait until the auditors are done, before announcing a formal date?? And even if the PPS went down, due to the lack of this apparent news, why should Rufus care? The pre-reset price doesn't matter with the reset on the horizon.



Another reason is if price goes down and a major part of this play is the squeeze...then the shorts can cover...oops that would suck!!!!

http://www.hotstockmarket.com/forums/showthread.php?p=686128#post686128

Sep 14th, 2006, 10:40 PM #2697
rule62
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Quote:
Originally Posted by JustLearning
Rule -

Do you have any guesses as to the delay on the merger filings? You said maybe not done by the rules, right? Any clue?



Prolly waiting on the audit...Fronthaul is good with the deal...Convesion is good with the deal...now need all the stuff to make the deal.

Not done by the rules??? If they closed the merger and announced it...they have got to file it! That is form 8-k. I am assuming we will see it very very quickly...

http://www.hotstockmarket.com/forums/showthread.php?p=686178#post686178

Sep 14th, 2006, 10:43 PM #2701
rule62
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Quote:
Originally Posted by HititUP
Correct me here if wrong - kinda thinking out loud here.

Merger is complete.
Therefore must file From S-4 (no question about that)
If Form S-4 is filed all certificates must be accounted for? (aka shorts covered)

If above is true, could it be that they are holding the Form S-4 and pairing it with the 10k so they are forced to cover after reset?

Is this a possibility.

I need to DD this further.. perhaps tomorrow...



Yeah and they need the 8-K NOW! Gotta file this stuff, can't just let it go after announcing it! They also may have to account for the shareholders that are coming from the Conversion solution side...the SEC loves to comment on that very item..."How did your shareholders become shareholders"? It is a bitch of a question...I had to answer that. See if the shareholders were just made part of the deal...not contributing money to get their shares, then the SEC says they are underwriters and must file their positions every quarter. you need to have accurate records as to where they came from...and how they got in the deal.

http://www.hotstockmarket.com/forums/showthread.php?p=686182#post686182

Sep 14th, 2006, 10:55 PM #2710
rule62
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Quote:
Originally Posted by kapone
The S-4 merely registers a new class of securities for a publicly traded company and makes them a part of the O/S and float (if any). In a merger situation it IS required, since atleast one of the companies is a public company and only one of them can survive the merger (as a legal entity), hence the shares of the other entity needs to be registered as part of the surviving entity. (This is why in the merger 8K, the surviving entity in the interim was FHAL, not CVSU).

However, I don't see how the S-4 requires the accounting of certs/shares. It doesn't. Whether the "counting" can be done for other purposes or not is anybody's guess, but I don't believe the S-4 "requires" it.



I don't know either...I haven't done a deal that needed the s-4...Not that it is uncommon, but the ones I have done were private company's say with one or two shareholders, acquiring a public company through a reverse merger. I have a friend that is an expert on this and I had dinner with him tonight and he told me about the S-4...it is only used in this type of situation, it registers the shares of the company's shareholders coming into the shell. Since they have a lot of shareholders in Conversion Solutions. Do you have to acccount for them all? I don't know...I suppose it could be like a piggy back registration.
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http://www.hotstockmarket.com/forums/showthread.php?p=686204#post686204

Yesterday, 08:20 PM #4454
BullRunner
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Quote:
Originally Posted by phil
Rule62 pointed out that a 8-k must follow the merger completion. He's been thru this, and his friend is an expert on mergers. I would accept his comments on face value alone.

the rules say 4 days after an event the 8-k is due. So the close of monday (I think thats 4 days) is it. I have also read that there is leniency in filing as long as they can show it wasnt deliberate and they make all efforts to file as soon as possible.


I missed Rule62's post on that one. They are fast and furious here sometimes. Thanks, yes I too feel that Rule is straight and we should expect the 8K by 4 business days after the merger. That would be by the closing bell Tuesday correct (you mentioned Monday, not trying to call you out) .
http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=446&highlight=cshd

Yesterday, 08:24 PM #4461
phil
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Quote:
Originally Posted by BullRunner
I missed Rule62's post on that one. They are fast and furious here sometimes. Thanks, yes I too feel that Rule is straight and we should expect the 8K by 4 business days after the merger. That would be by the closing bell Tuesday correct (you mentioned Monday, not trying to call you out) .


monday was a mistake on my part, tuesday it is.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=447&highlight=cshd


Yesterday, 09:20 PM #4528
kash
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Quote:
Originally Posted by BullRunner
Ok fill in the blanks if you will on the following upcoming CSHD filings

9/19 - 8k for merger that completed on 9/13
9/30 - 10k

Pro forma's - ?
S-4 - ? (is this even needed now?)
10k/a - (we'll never know until it's filed)
Super 8K - ?

Anything else?

If you asking what we will see next. imo just an 8k for completed merger on 9/13. We will see that on Tuesday. Just a guess

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=453&highlight=cshd

Yesterday, 09:52 PM #4585
phil
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Quote:
Originally Posted by fireopal
think the order needs to look something like this > 8k isn't really needed but one may come early next week DO KNOW s4 is needed to complete merger and this has to come b/f or with 10k....


the 8-k is needed. A company cant have a significant event without disclosing it in a 8-k.

the s-4 is not needed to complete the merger. It is needed to register cvsu shares so they can be traded. There was no date given for when that had to be filed and it could be filed years from now and still not nullify the merger.
It is needed though to trigger the reset, so it will happen.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=459&highlight=cshd

Yesterday, 10:29 PM #4650
rule62
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Quote:
Originally Posted by layzie
Thanks buddy, the extra words confused me.




Ok...I am saying this only one more time this weekend!

they announced the merger...

FILING NEEDED - 8-K

Does filing conain financials?

If yes...then it is done

If no...then they have 4 days to file the financials.

10K is needed to be in compliance with the year end of June 30th.

Does the 10K have to include Conversion Solution Financial Statements?

NO

Why?

Because the year ended on June 30th, at which time the company was FRONTHAUL.

Can the 10K include Conversion Solution Financial Statements?

Yes

How?

The company may want to disclose the recent developments and include consolidated financial statements as current information that is relevent to shareholders!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=465&highlight=cshd

Yesterday, 10:10 PM #4619
rule62
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Quote:
Originally Posted by The Dude
they do like their late night PR's. If we are this wrestless now, just think about Tuesday night


That clock stops at 5 or 5:30 EST for a "day" at the sec. Nothing would happen if it did come out at 11:59 pm though. They aren't gonna just pounce if it is one minute late

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=462&highlight=cshd

Yesterday, 10:05 PM #4606
rule62
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Quote:
Originally Posted by The Dude
yep.....We have until Tuesday. I will be a sad dude if nothing by eod(OR NIGHT) ON tUESDAY damn caps lock



I hear ya brother man...but ol' rufy has had a way of alway pulling through in the last hour. Promises first thing in the morning and gets to it just before midnight! Should be their corporate Slogan!!!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=461&highlight=cshd

Yesterday, 10:17 PM #4631
rule62
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Quote:
Originally Posted by xlr8rs
Our Theme Song ...
By the Charlie Daniels Band...


You forgot "Fire on the mountain Run shorts Run"

"Rufy's in the house of the rising sun"

"Market makers in the shit house keeping volume low"

"Better get your shares before TDA says NO"

Thank you...As I bow to the readers!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=464&highlight=cshd

Yesterday, 10:42 PM #4677
rule62
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Quote:
Originally Posted by Buschboy
(rubbing eyes again)

DAM, second BAD visual I had tonite...

Seriously tho, what is your take on the S-4, will it also be required for completion & closing?



I only have what Phil said to go on. And he is credible...best damn DD i have ever seen. What I do know, (to be fact), is an S-4 is required if the company that is being acquired by the shell...in this case Conversion Solutions...has outside shareholders...meaning other then management etc...then the S-4 is needed to register their shares into shares of the new company. I have done Reverse Mergers...two with my own company and several with others...all the ones I have done...the company being acquired was privatly held, so they didn't need the S-4. So Phil probably has seen this done...I have seen it done...however I have never personally filed an S-4. Phil says it isn't required to close the merger...but is necassary for the benefit of the outstanding shareholders of Conversion Solutions. I would assume it would have to be done rather quickly to have an accurate # of shares outstanding and have an accurate # of shareholders!

If I am wrong on this...I apologize!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=468&highlight=cshd

Yesterday, 10:55 PM #4695
rule62
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Quote:
Originally Posted by fireopal
it is my understanding that the company decides what is a significant event, so why is an 8K needed now?? The merger (the significant event) was already announced in an 8k in july.... The sec already knows merger will be completed at some point.... this isn't a material event anymore.... everyone knows about it.... the question is, what marks the completion of the merger, and the answer is the s-4.. if that weren't the case, why would cvsu say it in their pr, that an s-4 will be filed?



Hey you are right Fireopal! All those years I spent as the CEO of a Publicly Traded Company...the number of reverse mergers I have done with my own company and others and I wasted all that time following the SEC's guidlines and filing useless 8-K's. i am such a dumbass!!!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=470&highlight=cshd

------------------------------------

More great stuff, IMO (FWIW):

Yesterday, 10:57 PM #4698
Buschboy
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Quote:
Originally Posted by fireopal
it is my understanding that the company decides what is a significant event, so why is an 8K needed now?? The merger (the significant event) was already announced in an 8k in july.... The sec already knows merger will be completed at some point.... this isn't a material event anymore.... everyone knows about it.... the question is, what marks the completion of the merger, and the answer is the s-4.. if that weren't the case, why would cvsu say it in their pr, that an s-4 will be filed?

The 'closing' of the merger will require an 8K. It is a new event.

Yesterday, 10:58 PM #4700
rule62
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Quote:
Originally Posted by Buschboy
I understand that the shares for cvsu need to be accounted for, I was under the impression that that could be included in the 8K. My problem is I just cannot seem to follow the SECs rules/regulations to know if the consolidation of filings may apply. My eyes just glass over when reading this sh$t....... lol

Doesn't matter really, we will find out how they chose to do it as filings come out.... soooooooooooooon. blah!


Yeah you have to have consolidated financials. You are consolidating two company's. You will have Fronthauls financials...then Conversions...then a combination of the two added together.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=470&highlight=cshd

Yesterday, 11:24 PM #4729
rule62
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Quote:
Originally Posted by fireopal
how can it be a new event when it was already listed in july 8k... form s-4 http://www.investopedia.com/terms/s/s4.asp



Fireopal...read the july 8-K they announced they were doing a merger...not that the merger has been closed. Now go to Yahoo and search for SEC Form 8-K and read what events are necassary to trigger an 8-K. Thanks!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=473&highlight=cshd

Yesterday, 11:22 PM #4728
hwydouglas
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jmo, but i think that rufus knew that the major shorts would not start covering , therefore continuing to short it more and more as this drags out. also, i feel that that is even better for all the longs if they have the conviction to stick this out.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=473&highlight=cshd

Yesterday, 11:26 PM #4731
kapone
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Quote:
Originally Posted by rule62
Hey you are right Fireopal! All those years I spent as the CEO of a Publicly Traded Company...the number of reverse mergers I have done with my own company and others and I wasted all that time following the SEC's guidlines and filing useless 8-K's. i am such a dumbass!!!

So, you're saying an 8K IS needed to tell the SEC that the merger is "now" complete???

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=474&highlight=cshd

Yesterday, 11:28 PM #4733
rule62
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Quote:
Originally Posted by kapone
So, you're saying an 8K IS needed to tell the SEC that the merger is "now" complete???



Let me show you the sub-titles of what an 8-K looks like that is the closing of a reverse merger!

8-K (Filed: 20-10-2005)
Sub Document 1
Page 1: SECURITIES AND EXCHANGE COMMISSION
Page 2: Item 1.01 Entry into a Material Definitive Agreement
Page 3: Item 2.01. Completion of Acquisition or Disposition of Assets.
Page 4: (cont'd)
Page 5: DESCRIPTION OF CURRENT BUSINESS
Page 6: (cont'd)
Page 7: (cont'd)
Page 8: (cont'd)
Page 9: (cont'd)
Page 10: (cont'd)
Page 11: (cont'd)
Page 12: CAUTIONARY STATEMENTS
Page 13: (cont'd)
Page 14: (cont'd)
Page 15: (cont'd)
Page 16: (cont'd)
Page 17: (cont'd)
Page 18: WE MAY SUFFER AS A RESULT OF PRODUCT LIABILITY OR DEFECTIVE PRODUCTS
Page 19: (cont'd)
Page 20: (cont'd)
Page 21: (cont'd)
Page 22: WE ARE SUBJECT TO THE ENVIRONMENTAL PROTECTION LAWS OF THE PRC
Page 23: (cont'd)
Page 24: (cont'd)
Page 25: (cont'd)
Page 26: (cont'd)
Page 27: SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Page 28: (cont'd)
Page 29: SUMMARY COMPENSATION TABLE
Page 30: Item 3.02. Unregistered Sales of Equity Securities.
Page 31: Item 5.01. Changes in Control of Registrant.
Page 32: (cont'd)
Sub Document 2
Page 1: SECURITIES EXCHANGE AGREEMENT
Page 2: (cont'd)
Page 3: (cont'd)
Page 4: (cont'd)
Page 5: (cont'd)
Page 6: (cont'd)
Page 7: (cont'd)
Page 8: (cont'd)
Page 9: (cont'd)
Page 10: (cont'd)
Page 11: (cont'd)
Page 12: (cont'd)
Page 13: (cont'd)
Page 14: (cont'd)
Page 15: (cont'd)
Page 16: (cont'd)
Page 17: (cont'd)
Page 18: (cont'd)
Page 19: (cont'd)
Page 20: (cont'd)
Page 21: (cont'd)
Page 22: (cont'd)
Page 23: SHAREHOLDERS
Page 24: (cont'd)
Page 25: (cont'd)
Page 26: (cont'd)
Page 27: (cont'd)
Page 28: (cont'd)
Page 29: (cont'd)
Page 30: (cont'd)
Page 31: (cont'd)
Page 32: (cont'd)
Page 33: (cont'd)
Sub Document 3
Page 1: ARTICLE 1 GENERAL PROVISIONS
Page 2: ARTICLE 4 THE ORGANISATION OF THE COMPANY
Page 3: ARTICLE 7 BOARD OF DIRECTORS
Page 4: (cont'd)
Page 5: ARTICLE 8 BUSINESS MANAGEMENT
Page 6: ARTICLE 9 FINANCE AND ACCOUNTING
Page 7: ARTICLE 10 TAXATION AND INSURANCE
Page 8: ARTICLE 13 EMPLOYEES
Page 9: ARTICLE 14 SUPPLEMENTARY ARTICLES
Page 10: (cont'd)
Sub Document 4
Page 1: BALANCE SHEETS............................................ ...................F-3
Page 2: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Page 3: BALANCE SHEETS
Page 4: (cont'd)
Page 5: STATEMENTS OF CASH FLOWS
Page 6: (cont'd)
Page 7: (cont'd)
Page 8: (cont'd)
Page 9: (cont'd)
Page 10: (cont'd)
Page 11: (cont'd)
Page 12: (cont'd)
Page 13: (cont'd)
Page 14: NOTE 12 - SUBSEQUENT EVENTS
Page 15: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Page 16: BALANCE SHEETS
Page 17: (cont'd)
Page 18: (cont'd)
Page 19: STATEMENTS OF CASH FLOWS
Page 20: (cont'd)
Page 21: (cont'd)
Page 22: (cont'd)
Page 23: (cont'd)
Page 24: (cont'd)
Page 25: (cont'd)
Page 26: (cont'd)
Page 27: (cont'd)
Page 28: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Page 29: (cont'd)
Page 30: ASSETS
Page 31: (cont'd)
Page 32: (cont'd)
Page 33: (cont'd)
Page 34: (cont'd)
Page 35: (cont'd)
Page 36: F-36
Sub Document 5
Page 1: (cont'd)
Page 2: (cont'd)
Page 3: (cont'd)
Page 4: (cont'd)
Page 5: F-5
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Yesterday, 11:30 PM #4735
rule62
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Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by kapone
So, you're saying an 8K IS needed to tell the SEC that the merger is "now" complete???



Notice what the the subtitle reads on Page 3

Yesterday, 11:39 PM #4740
rule62
HSM Regular


Join Date: Aug 2006
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Posts: 358
Quote:
Originally Posted by kapone
Well, I don't know what the sub sections can/will look like since each merger /reverse merger is unique in its own right. However, my point was, is an 8K required just to tell the SEC that the merger is "now" complete, or does it serve any additional purposes?



It serves additional purposes. It reports to the shareholders what the company did. It is a corporate event. This makes it public information. In a merger or reverse merger the filing of the 8-K includes the financial statements of the company. That way the shareholders know what you are giving them and have the information at hand. i could get into all the steps and filings to make these things happen, but i think it would confuse everyone. I wanted to show you the sub sections, because they are all very similar withe regards to these events. This is a list of what is needed in the 8-K when a R/M is finalized. So it is more then just saying..."Hey everybody we completed the Reverse Merger"!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=474&highlight=cshd

Yesterday, 11:43 PM #4742
rule62
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Here is one a little smaller...notice the similar things that are in the sub sections.

Sub Document 1
Page 1: UNITED STATES
Page 2: TABLE OF CONTENTS
Page 3: (cont'd)
Page 4: Item 2.01 Completion of Acquisition or Disposition of Assets.
Page 5: Item 3.02 Unregistered Sales of Equity Securities.
Page 6: Item 3.03 Modification of Rights of Security Holders
Page 7: (cont'd)
Page 8: Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Page 9: (cont'd)
Page 10: (cont'd)
Page 11: (cont'd)
Page 12: Item 9.01 Financial Statements and Exhibits.
Page 13: SIGNATURES

This time it is page 4 instead of 3

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=475&highlight=cshd

Yesterday, 09:59 PM #4599
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by Buschboy
Do we all know this for sure? I am asking because in my reading I felt that both requirements could be filed in the 8K.

As one swift motion... so to speak. Am I wrong?



S-4 takes care of one thing...8-K is the merger deal. Extra info like financials can be in the 8-K...filed in this manner it is known as a Super 8-K

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=460&highlight=cshd

Yesterday, 11:46 PM #4745
kapone
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Quote:
Originally Posted by rule62
It serves additional purposes. It reports to the shareholders what the company did. It is a corporate event. This makes it public information. In a merger or reverse merger the filing of the 8-K includes the financial statements of the company. That way the shareholders know what you are giving them and have the information at hand. i could get into all the steps and filings to make these things happen, but i think it would confuse everyone. I wanted to show you the sub sections, because they are all very similar withe regards to these events. This is a list of what is needed in the 8-K when a R/M is finalized. So it is more then just saying..."Hey everybody we completed the Reverse Merger"!

Lemme make sure I understand what you're saying. The 8K will have:

- the financial statements of the company. (Since this 8K is being filed AFTER the merger and for the express purpose of describing the new entity, I presume that it will contain financials for both the former FHAL and former CVSU?)

- Since they are listing combined financials, they HAVE to list the merged share structure, otherwise the financials can't be for the merged entity. And for them to include the former CVSU shares as part of the CSHD share structure, those securities need to be registered somehow, before the 8K can list them.

- And all of this is supposed to happen within 4 days of the "PR" that announced the merger completion.

Correct?
__________________
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http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=475&highlight=cshd

Yesterday, 11:46 PM #4744
rule62
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Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by fireopal
again - they have already alerted sec that they were doing a merger

form 8k - http://www.investopedia.com/terms/1/8-k.asp
A report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the Securities and Exchange Commission.

form s-4 http://www.investopedia.com/terms/s/s4.asp
A form that must be submitted to the Securities and Exchange Commission in the event of a merger or an acquisition between two companies. The form must also be submitted for exchange offers.



Read the sub sections of the things I have posted that are from actual reverse mergers...it doesnt say Going to Do an Acquisition or Disposal of Assets...it says COMPLETION! HMMM....

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=475&highlight=cshd
Yesterday, 11:49 PM #4749
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by kapone
Lemme make sure I understand what you're saying. The 8K will have:

- the financial statements of the company. (Since this 8K is being filed AFTER the merger and for the express purpose of describing the new entity, I presume that it will contain financials for both the former FHAL and former CVSU?)

- Since they are listing combined financials, they HAVE to list the merged share structure, otherwise the financials can't be for the merged entity. And for them to include the former CVSU shares as part of the CSHD share structure, those securities need to be registered somehow, before the 8K can list them.

- And all of this is supposed to happen within 4 days of the "PR" that announced the merger completion.

Correct?


It is supposed to be filed when the announcment comes out. Actuallly, I usually see the 8-K filed then the PR so people can read the document...

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=475&highlight=cshd

Yesterday, 11:51 PM #4751
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by rule62
It is supposed to be filed when the announcment comes out. Actuallly, I usually see the 8-K filed then the PR so people can read the document...



lets say they just file the 8-k and do the PR but no financials...then the SEC gives them 4 days to file the financials. It used to be 60, but the SEC says that if an event like this happens...shareholders need to know what the deal is as quickly as possible.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=476&highlight=cshd

Yesterday, 11:56 PM #4754
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by kapone
Lemme make sure I understand what you're saying. The 8K will have:

- the financial statements of the company. (Since this 8K is being filed AFTER the merger and for the express purpose of describing the new entity, I presume that it will contain financials for both the former FHAL and former CVSU?)

- Since they are listing combined financials, they HAVE to list the merged share structure, otherwise the financials can't be for the merged entity. And for them to include the former CVSU shares as part of the CSHD share structure, those securities need to be registered somehow, before the 8K can list them.

- And all of this is supposed to happen within 4 days of the "PR" that announced the merger completion.

Correct?


Oops I just answered half your question...the other stuff you put in there is correct. the 8-k now pretty much contains everything that you would ever want to know about the deal...just as you stated.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=476&highlight=cshd

Today, 12:03 AM #4760
rule62
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Quote:
Originally Posted by fireopal
ok - this is circular so let's just put it this way - they file another 8k but they are gonna havta file an s-4 to complete the merger no matter which way you slice it and that has to come b/f and/or with the 10k, yes??



In this case no. Sorry...10k is only the annual report...it is Fronthaul's numbers not Conversions. The S-4 is used in this situation only because Conversion solution has a shareholder base. Let's say that you and i are the only ones that are shareholders of Conversion Solutions and we are being acquired by Fronthaul in a reverse merger. they give us a bunch of stock for the assets of our company and we become the majority holders of the combined company...the reverse merger is now complete, we disclose all this and the financials in an 8-K.

Now take all this information and instead of it just being you and me let's add 200 people to our shareholder base...these are people that have been investing in us over the years knowing we are going to go public through a reverse merger at some point. This qualifies us to have to do the S-4 to exchange the stock of our shareholders for the stock of the new company. It should be filed with the closing, but the closing can happen and then the S-4 can be filed.

Does that help explain it? the 8-K has to be filed...it is the completion of the deal. there are tons of things that make an 8-K necassary, the merger is just one thing...the announcment of the merger is one thing...the change in independant accountants is something that needs an 8-K. OK?

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=476&highlight=cshd

Today, 12:04 AM #4762
rule62
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Join Date: Aug 2006
Location: Oklahoma City
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Quote:
Originally Posted by JÄGER
So where does the audited 10-K come into play? Does it have to be done and filed before this 8-K?



No...10k is the result of operations for the year that just ended...in this case that is June 30th 2006....that is Fronthauls year end...still has to be filed...but doesn't matter to the R/M

http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=477

Today, 12:05 AM #4764
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by kapone
So, in either case, we see an 8K no later than EOD Tuesday, and it should have atleast the items I just described (based on your input)??


Supposed to be...will it be, I have no idea...Rufy has his own timeframe. The one he reports to us and the time it takes him to do it!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=477

Today, 12:09 AM #4768
rule62
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Join Date: Aug 2006
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Posts: 358
Quote:
Originally Posted by logicalmind
I just want to be clear here. I think we all know now that an 8k must be filed to complete the merger. I just want to clarify that is must be done by tuesday. Is that true rule?



truthfully? it should have already been done. Rufus skates on a thin line with his filings! It is somewhat of a grey area...but yes, I would think that Tuesday would be the day at the latest. If it isn't done, I don't want a bunch of crap!!!!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=477

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

And some more "tidbits" of note...

FWIW:

Today, 12:10 AM #4771
Buster 74
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Quote:
Originally Posted by rule62
In this case no. Sorry...10k is only the annual report...it is Fronthaul's numbers not Conversions. The S-4 is used in this situation only because Conversion solution has a shareholder base. Let's say that you and i are the only ones that are shareholders of Conversion Solutions and we are being acquired by Fronthaul in a reverse merger. they give us a bunch of stock for the assets of our company and we become the majority holders of the combined company...the reverse merger is now complete, we disclose all this and the financials in an 8-K.

Now take all this information and instead of it just being you and me let's add 200 people to our shareholder base...these are people that have been investing in us over the years knowing we are going to go public through a reverse merger at some point. This qualifies us to have to do the S-4 to exchange the stock of our shareholders for the stock of the new company. It should be filed with the closing, but the closing can happen and then the S-4 can be filed.

Does that help explain it? the 8-K has to be filed...it is the completion of the deal. there are tons of things that make an 8-K necassary, the merger is just one thing...the announcment of the merger is one thing...the change in independant accountants is something that needs an 8-K. OK?



Thank you Rule62...that's one of the best explaination for SEC event schedules I have seen on this board. I wish everyone would read it. That would cut down on alot of speculation post....KUDOS

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=478&highlight=cshd

Today, 12:10 AM #4770
rule62
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Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by Liquid Sunshine
So these people crying for the 10k and the 10k really means nothing to us...



Not really. June 30th 2006 was the year end...this has all happened in a new fiscal year.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=477

Today, 12:13 AM #4776
Buschboy
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Join Date: Jul 2006
Location: Phoenix
Posts: 579
Quote:
Originally Posted by Liquid Sunshine
So these people crying for the 10k and the 10k really means nothing to us...

Not true, It means something to me. I wanna know how much debt is being absorbed into CSHD....

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=478&highlight=cshd

Today, 12:18 AM #4783
rule62
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Join Date: Aug 2006
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Posts: 358
Quote:
Originally Posted by fireopal
ok so you are saying an 8k has to be filed by tuesday and this completes the merger and no s-4 is needed at all to complete this merger, nor does this s-4 need to be filed b/f they are allowed to file the 10k????



That is correct! The S-4 exchanges the stock of the other holders of the old company into shares of the new company. remember Conversion Solutions is being acquired...not the other way around. Hense the name Reverse Merger. they public company is using stock in the acquisition...so much so that Conversion Solutions will be the majority shareholders. Make sense?

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=479&highlight=cshd

Today, 12:25 AM #4788
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by logicalmind
That's what I'm asking you. You are much more experience than I am. You've done this R/M's before I definitely have not. So what are the timeframes for these things? I heard you say tuesday, I wanna know if that's a firm SEC deadline or rule's deadline. Will they get an "E" on their name if they don't file? Thanks rule, you've been very helpful!


Ha... I like that rule's deadline!!! Here is what I know.

You file an 8-K when you close a merger or in this case a reverse merger.

If the 8-K doesn't contain the financials of the company being acquired...in this case Conversion Solutions, you have 4 days to file them.

What happened and why I can't give you a COMPLETE answere to your question is rufus announced the completion of the Reverse Merger, but didn't file the 8-K. So does he have until Tuesday? hell I don't really know...I have never seen that before. I assume so and this is why...the SEC only gives you 4 days to get the 8-K completed after the merger is announced.

Do you understand the problem? NO 8-K when the PR came out. So i am assuming that thhe 4 day rule is in effect and that the 8-K has to come out.

regarding the E I don't know if it will happen immediatly or not. If you are late on your filings, you get an e. I haven't encountered anyone being late on an 8-K...it is filed when you make the announcement. I was late on a Quarterly filing once...and got an e the day that I was late. but this is uncharted waters and i am interpreting what I believe to be the rules of the SEC. If I am wrong...you can put me on ignore LOL!!!!
__________________

Today, 12:28 AM #4789
rule62
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Quote:
Originally Posted by fireopal
so what happens if the 8k doens't come out in the 4-day time frame (tuesday) b/c it seems like with that kind of time frame that there are not any extensions allowed or are there???

adding - and if an extension is allowed - what form would need to be filed?



as far as I know there are no extensions for a form 8-K. The new rules were put into place to force company's to have everything done before you close the deal and file. It went from 60 days to 4 days...pretty major change.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=479&highlight=cshd



Today, 12:14 AM #4778
rule62
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Quote:
Originally Posted by Buschboy
Not true, It means something to me. I wanna know how much debt is being absorbed into CSHD....



That should be answered in the consolidated financial statements in the 8-K

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=478&highlight=cshd

Today, 12:33 AM #4794
rule62
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Join Date: Aug 2006
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Quote:
Originally Posted by BullRunner
They are already late on the Pro Forma filings. Why no "E" as in CSHDE?



I don't know. Look...this isn't the way i structure a Reverse Merger. I mean, it is structered the same on the technical side...new company being acquired by old company...shares change new company has majority control etc., but when we do them we file it all at the same time...not bits and pieces and PR's and PalTalk Chat's and threatening TDA...we just do the deal...everyone wins!

Today, 12:34 AM #4796
rule62
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Quote:
Originally Posted by Liquid Sunshine
No No ignore for you... Sorry it seems where grilling you....well i guess we are ,but your the first person to expalin things black and white to us so.. i for one appreicate your efforts here thank you

Ls



Ah it was just a joke...i am trying to explain the way the deals work and what is needed for compliance...that is no guarantee that is what will be done! Rufy has his own agenda!

Today, 12:38 AM #4798
rule62
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Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
Quote:
Originally Posted by logicalmind
Yes, I agree. Sorry if it sounds like we're grilling you. You sound experienced in this area and we are just trying to understand.

Would you mind telling us what company you took public. I bet they're doing well!



Well, it really isn't banging on all cylinders at the moment...trading only 4 times earnings, but it just finished a 10 day road show this afternoon...really don't feel comfortable posting the stock name on here...if you want to PM me and request it I will show it to you. Also, someone took the time to explain this to me...it was my securities attorney and I spent over a $100,000 for his services, but he took the time to help me...least I can do on here...and i like it..it keeps me fresh. I have had to go back and re-read old filings and the rules on the SEC's website and all sorts of stuff!

Today, 12:41 AM #4800
rule62
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Join Date: Aug 2006
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Posts: 358
Quote:
Originally Posted by fireopal
thanks for this info and will be looking forward to tuesday for sure... and will also check with a quest (sec god) b/c i think i may have misunderstood some information that i had thought he had given me before....



The only thing i have talked about on here regarding filings that I haven't personally filed is the S-4. It wasn't an issue in the deals i have done. So if I am wrong on this in someway i want to apologize now. i don't think I am, but I could be.


http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=480&highlight=cshd

Today, 12:45 AM #4804
rule62
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Quote:
Originally Posted by The Dude
from http://www.abanet.org/buslaw/blt/200...2/klarish.html
These are the old rules right?

At the closing of the merger, the officers or directors of the shell company generally step down and are replaced with those of the private company and the name of the shell is changed to the name of the private company. The public company is required to file a Form 8-K with the SEC within 15 days after the merger closes to disclose the basic terms of the merger and to include audited financial statements of the merged private company. However, if audited financial statements are not available at the time the Form 8-K is filed, they can be filed by amendment within an additional 60 days.


yes...it is 4 days. Seriously dude...the norm is to file everything all at once so not to enter this gray area that rufus and company has entered.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=481&highlight=cshd

Today, 12:46 AM #4805
rule62
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Join Date: Aug 2006
Location: Oklahoma City
Posts: 358
goodnight...BTW latest R/M I did was CPHI! Enjoy!

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=481&highlight=cshd

Today, 01:06 AM #4813
Buschboy
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Join Date: Jul 2006
Location: Phoenix
Posts: 579 Here is a summary of what I found...

Quote:
We received numerous comments and recommendations regarding appropriate filing deadlines.27 The comments ranged from support of the two business day deadline to recommendations of as much as ten business days. Similarly, we received mixed comments on the Form 12b-25 proposal.28 Some commenters noted that the Form 12b-25 proposal would complicate the process and that increased filings would reduce the significance of a Form 12b-25 filing.29 We are persuaded by these commenters that modifications to the proposals are warranted. Thus, we are not adopting the proposal to extend the Form 8-K filing deadline via Form 12b-25. Rather, we are adopting a four business day deadline for Form 8-K, with no provision for extension under Rule 12b-25.30 We believe that this change addresses commenters' concerns regarding the sufficiency of the filing period and simplifies the logistics of filing the four business day period.



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Today, 01:08 AM #4814
Liquid Sunshine
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Join Date: Dec 2005
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Posts: 1,366 Quote:
Originally Posted by Buschboy
Here is a summary of what I found...


So then tuesday is the day then

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=482&highlight=cshd

Yesterday, 08:49 PM #4495
rsvader
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Join Date: Aug 2006
Location: Texas
Posts: 30
Thought I would reiterate, I was an officer of a large corporation once, we couldn't even talk to our spouses. Please read no. 3 below.

1. Insiders, like M/A, Rufus, and and his associates CAN NOT do any trading. The SEC has very strict rules that if any person on the inside, officer or not, is deemed to know insider information, and initiates a trade based on that info and profits, they will be investigated, fined, and may serve jail time. It doesn't matter how may shares they have, or if they are restricted or not. They also have to be very careful what they say, even to close family members. If they say something to someone close and that person makes a trade and profits, the insider is the one that is prosecuted.

2. Filings take time. They must be correct, audited, and then audited again. Filings may, and ususally do, go thru 15 to 20 drafts. Then when the company (cshd) thinks they have it right they present it to an SEC officer for a cursory review, if they are smart, before they just file it.

3. Most likely Rufus is making sure all is in order with many of the JV's and the old FHAL folks before he lowers the boom on those trying to profit by shorting.

4. Rufus is building a business, this is his goal, think about it, he can't profit from selling shares (see above), the only light at the end of the tunnel for Rufus is to make this company sucessful, this is his main and primary goal. We long shareholders, while he reconizes his responsibility to us, are somewhat secondary to his primay goal of building this business called Conversion Solutions.

Hold and stay long, Tut says the end is near.

http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=450&highlight=cshd

Today, 06:02 AM #4822
phil
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Join Date: Mar 2006
Posts: 9,400
Quote:
Originally Posted by rule62
That is correct! The S-4 exchanges the stock of the other holders of the old company into shares of the new company. remember Conversion Solutions is being acquired...not the other way around. Hense the name Reverse Merger. they public company is using stock in the acquisition...so much so that Conversion Solutions will be the majority shareholders. Make sense?


I will add that the merger 8-k specifically called out using the S-4 to register the cshd shares so that they could be traded for fhal shares. They have no public monetary value until the s-4 is filed. Lots of them have sent in their certs, but they have not received fhal shares in return yet.

The 8-k also stated that once the S-4 was filed (and the shares were traded) that they could then proceed to select one of the 3 reset options.

The confusion about the 10-k being the merger completion document comes from Rufus stating "once the 10-k is filed" and the lack of accepting what the merger 8-k told everyone what was needed to complete the merger. Rufus told everyone that the 8-k contained everything they needed to understand the merger. He was right, most have never even read it, and sadly confusion reigns because of it.
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Today, 06:22 AM #4824
phil
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Join Date: Mar 2006
Posts: 9,400
Quote:
Originally Posted by thegryfus
FHAL had to chose one of the three options two days before the completion of the merger; then, if they chose option c (which is the one Rufus said would have been chosen), cvsu had the option to cancel the merger (they had one business day to communicate it to fhal): anyway we now know that the merger went through and one of those options was chosen.


I agree that the merger has taken place. I just wanted to add what the 8-k said the s-4 was needed for. since it hasnt been filed (that we know of), it seems to be in conflict with the 8-k's description of it's use assuming they picked an option.

It could very well be that the merger completion does not require an option to be chosen as the options only pertain to the stock price.

Today, 06:31 AM #4825
thegryfus
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Join Date: Jun 2006
Posts: 198
Quote:
Originally Posted by phil
I agree that the merger has taken place. I just wanted to add what the 8-k said the s-4 was needed for. since it hasnt been filed (that we know of), it seems to be in conflict with the 8-k's description of it's use assuming they picked an option.

It could very well be that the merger completion does not require an option to be chosen as the options only pertain to the stock price.


I think that the three options had more to do with book value and share value registration than with the price reset.

Anyway the 8k was pretty clear that an option had too be chosen by FHAL max 2 days before the completion of the merger. I think that we are going to see an 8k next week addressing the merger completion, and perhaps an s4 for cvsu shares registration. Then the 10k the last week of september, and the 10ka (with the following price reset) on the same day of the 10k or a few days after.


Today, 06:38 AM #4827
GaOnMyMind
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Join Date: Jun 2006
Location: Houston by way of Atlanta, GA
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Quote:
Originally Posted by thegryfus
I think that the three options had more to do with book value and share value registration than with the price reset.

Anyway the 8k was pretty clear that an option had too be chosen by FHAL max 2 days before the completion of the merger. I think that we are going to see an 8k next week addressing the merger completion, and perhaps an s4 for cvsu shares registration. Then the 10k the last week of september, and the 10ka (with the following price reset) on the same day of the 10k or a few days after.



Hummm....seems strategically placed throughout the month of September, all the way up to the deadline for filing of 10K...

http://www.hotstockmarket.com/forums/showthread.php?t=42257&highlight=cshd&page=483

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Today, 08:52 AM #4840
phil
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Join Date: Mar 2006
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That Rule62 is one fart smellah.

It's always good to have someone that knows what the heck is supposed to happen by virtue of past experience. dont forget though he has made a disclaimer about a couple issues involving the s-4 and timing and such. So dont be lighting any bonfires if things continue to happen kind of wacky for the next couple of weeks.

And just as Paul has indicated in his post, you need to be able to absorb the loss if this fails in the end. Expect the worse and hope for the best.
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http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=484

Today, 09:27 AM #4858
kapone
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Join Date: May 2006
Location: Lost in Space..
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Quote:
Originally Posted by Flipperbw
are we SURE about the 4 day wait? where was this info gleaned from, I couldnt find it anywhere.

http://www.gopublic.com/reversemerger.html


Quote:
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
(See Sec Final Rule 33-8587, pdf file)

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http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=486

Today, 10:09 AM #4872
snake bit
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Join Date: Jun 2006
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Posts: 37
Quote:
Originally Posted by neverdiejs
I thought it would be around $84 since the TDA PR on Wed said that book value is $41.93 and stocks usually trade at 2-8x book value. Am I wrong on this?



in the pr that mentioned the book value as $41.93 the outstanding shares were set at 60M...this represented only the old FHAL shares and did not include the old CVSU shares...the total o/s is approx 110M shares...however I'm sure RPH has some surprises in store for us when all the filings appear...something is out there that induced the owners of $2.6B of bonds to entust them to CSHD and it is a lot more than AISS or the lottery or the horse business or any of the other j/v's we know about...I can't begin to guess what it is but I'm certain we are going to be blown away when it is announced
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http://www.hotstockmarket.com/forums/showthread.php?t=42257&page=488


Posted by: abbytraderwin
In reply to: None Date:9/15/2006 11:59:43 PM
Post #of 75606

Did you guys not see the signals this time. Dimmy's first posts of the day. The return of Our-street and Serf said it all. By the way, I even got a threat via PM to see if I was looking to get banned again. I don't know if you guys can see my PM's but Matt should. I didn't get to see all of the fireworks today but expected it from Dimmy's posts. Sunday and Monday will be a hoot. Sunday night's Subpennyradio.com will be interesting I'm sure. Expecting basher takeover. Good thing he knows about Our-street and some of the things that have been going on with this stock.

I guess somebody found more fake DD. More to come. I guess they gave up on the bonds. I think GA is in stealth mode until this is done. I think the same for the real Dr. Mensah. I don't believe any of these people talked to him. I called that number the last time and my perceptions were not totally revealed in my post about the call. Hint, A very close relative spent his career as a GS Supergrade Engineer for the good ol USA in Washington, DC. Ex military and very well traveled and connected to the things that matter most to this country and that few will ever understand. I am seeing more and more of the pieces of this mystery fall into place. I fear this is much bigger than anybody on this board has begun to think. I also don't think the bashers and the money behind them have a clue what they are really dealing with. I'll stop before I go off. Anyway I trust Rufus and Team and I feel sorry for anyone who sold today. I understand if they had to. I hope they are not upset later.

If the bonds are real

If Rufus is honest and true

If the Fund and its PUBLICLY STATED United Nations CAUSE is true

If GA is real(not wether it is with AISS and CSHD)because with the bonds Rufus and Mensah could create any company they wanted to in a day or so, just paper you know. All is forgiven and they start again(If you every believed that they had a problem in the first place). I never bought into that crap anyway. If you had been waiting for a year for 10-20 million dollars, whould you choose now to knife Rufus in the back publicly when he is about to give you what you have wanted in a month or two? Well would you? You would have to believe that Dr. Mensah is of the same emotional disposition as Our-street, Dimmy, and Serfy, to attack Rufus at this time. Maybe that is why the companies and principles cannot be contacted. Is it really about to happen? Now?

BASHERS:

Did you get a corporate accountant to tell you that the bonds(that you first claimed did not exist and that CSHD did not have full rights to the use of them) cannot be booked as assets by CSHD? No you did not!!

Rufus is honest and true

The fund gave the bonds and you do not have clearance to investigate any further than that. Why? You tried, didn't you?

GA no person but a buffoon would think they are not real. Like GM, FORD, etc

If this is so, you have lost and can take a rest. It is over, repeat over. You are only scaring the children, stop it.

CSHD LONGER AND STRONGER STILL -- LET'S ROLL!!!!

IMO


http://www.investorshub.com/boards/read_msg.asp?message_id=13355549

[OzarkDareDevil]

Mr. Harris is the Founder and originator of Waatle Holdings Corp and CVSU. The co-founder of Songwi Trust. His experiences range from high-end corporate financing to bond origination. Mr. Harris has facilitated and originated projects, corporate and bond financing for more than 10 years

Deano, name one project Rufus has financed. I double-dog dare you. Just one.

[Howzie]

Deano....

Please point out one bond, other than the ones that his most royal RPH "owns", where a company with no other assets owns the entire issue?

Because, that is what the earlier PRs claim.