One would think that he had been "reviewing the records of Conversion Solutions Holdings Corp (CSHD)" before he issued the 8-K dated November 7, 2006. I don't think he's off the SEC hook yet.
Item 5.01 - Change in Control of Registrant
sec.gov
Exhibit 99
Conversion Solutions Holdings Corp updates shareholders on current events
Lake Dallas, TX, November 2, 2006 -- Conversion Solutions Holdings Corp (OTC BB: CSHD), a Delaware Corporation announces the following current events have taken place.
Pursuant to the provisions of Delaware Business Corporation Act, as amended, the undersigned directors, being a majority of the shareholders of The Fronthaul Group, Inc./ Conversion Solutions Holdings, Inc., a Delaware corporation, (the “Company”), acting by written consent, hereby adopt the following corporation shareholder resolutions and hereby consent to the taking of the actions set forth therein.
WHEREAS, shareholders owning a 51+% majority of the 159,000,000 outstanding shares of the Company as evidenced by the signatures to these shareholder minutes have determined it is in the best interest of the Company for a new set of directors be appointed to take control of the Company in lieu of the present board and managements violating certain provisions of the Merger Agreement including, but not exclusive of, Sections 2, 4 and 6, which have caused the Company to be subjected to investigations by the Securities and Exchange Commission for filing erroneous financial statements, publishing questionable press releases, the NASD’s halting of trading in the Company’s shares, and not filing proper documents and amendments with the Delaware Secretary of State.
WHEREAS, Michael A. Alexander has offered to return to the Company as its Chairman of Board and Chief Executive Officer to oversee the restructuring and operations of the Company.
WHEREAS, Randy Moseley has offered to return to the Company as its Chief Financial Officer to assist Mr. Alexander’s in the restructuring and manage the financial aspects of the Company.
RESOLVED, that Michael A. Alexander be appointed as the Company’s sole director in replacement of Rufus Harris and Darryl Horton, the current directors of record with the Delaware Secretary of State and any other directors that might have been appointed and not reported to the Delaware Secretary of State.
RESOLVED FURTHER, that Michael A. Alexander be appointed as the Company’s Chief Executive Officer and President the Company.
RESOLVED FURTHER, that Randy Moseley become the Company’s Chief Financial Officer upon the resignation or termination of Darryl Horton.
RESOLVED FURTHER, Michael Alexander and other management personnel appointed by Mr. Alexander as sole director be authorize to establish corporate bank relations and accounts for the Company.
RESOLVED FURTHER, that Michael Alexander be authorized to establish the corporate offices for the Company in a location that he deems appropriate and accumulate and secure all the Company’s financial records at the selected location.
RESOLVED FURTHER, that the Company file an amended Annual 10-KSB and the September 30, 2006 Quarterly 10-QSB with the Securities and Exchange Commission as soon as possible.
RESOLVED FURTHER, that the Company terminate all existing employment agreements and authorizes the new board of directors to negotiate employment agreements with new management as deemed necessary.
RESOLVED FURTHER, that Michael Alexander, as sole director, be authorized to cancel shares of common stock issued to the replaced board of directors and management as he deems equitable.
The execution of this Consent, which may be accomplished in counterparts, shall constitute a written waiver of any notice required by the Delaware Business Coporation Act or this corporation’s Articles of Incorporation and Bylaws.
Dated; November 2, 2006 |
