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Furia Organization Inc/DE · 10KSB · For 7/31/06

Filed On 10/16/06 3:10pm ET   ·   SEC File 0-13910   ·   Accession Number 1297077-6-75

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/16/06  Furia Organization Inc/DE         10KSB       7/31/06    1:52                                     Integrity S..Transfer/FA

Annual Report -- Small Business   ·   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       7/31/2006 10-K                                      HTML    265K 


This is an EDGAR HTML document rendered as filed.  [ Alternative Formats ]


  UNITED STATES SECURITIES AND EXCHANGE COMMISSION  


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

ANNUAL REPORT

Form 10-KSB



 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF

 THE SECURITIES AND EXCHANGE ACT OF 1934


 For the fiscal year ended June 30, 2006


 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from April 1, 2006 to June 30, 2006


 Commission File Number: 0-13910

Conversion Solutions Holdings Corp
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(Exact Name of Registrant as Specified in its Charter)

 

Delaware

000-13910

43-2109079

 

 

 

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

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(State or other jurisdiction of

(Commission

(I.R.S. Employer

 

 

 

incorporation)

File Number)

Identification No.)

 

 

      

125 Town Park Drive Suite 300 Kennesaw, GA 30144
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(Address of principal executive offices)

(770) 420-8270
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(Registrant's telephone number, including area code)

The Furia Organization, Inc.

2233 Ridge Road, Suite 102, Rockwall, TX 75087
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(Former name and former address, if changed since last report)




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Securities registered under Section 12(b) of the Exchange Act:


 Title of each class

 N/A


 Name of each exchange on which registered

 N/A


 Securities registered under Section 12(g) of the Exchange Act:


 Common Stock, par value $.001


 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [  ]


 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB. [X]


 State issuer's revenues for its most recent fiscal year:

  


 The aggregate market value of voting and non-voting equity held by non-affiliates of the registrant as of June 30, 2006: Common stock, $.001 par value: $6,741,741



 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS


 Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [x] No [ ]


 The number of shares of the registrant's common stock outstanding as of October 15, 2006: shares.


 Documents incorporated by reference: None


 Transitional Small Business Disclosure Format: Yes [ ] No [X]




  



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TABLE OF CONTENTS  


PART I  


ITEM 1.

DESCRIPTION OF BUSINESS

  

ITEM 2.

DESCRIPTION OF PROPERTY

  

ITEM 3.

LEGAL PROCEDINGS

  

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  

  

PART II

  

ITEM 5.

MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

  

ITEM 6

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

  

ITEM 7.

FINANCIAL STATEMENTS

  

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

  

  

PART III

  

ITEM 9.

DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

  

ITEM 10.

EXECUTIVE COMPENSATION

  

ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

  

ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  

ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K

  

ITEM 14.

CONTROLS AND PROCEDURES

  

ITEM 15.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

  

  

Signatures

  

Exhibit Index





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Part I

Item 1

Business


The Following information is provided as required by Item 101 of Regulation S-K (§ 229.101 of this chapter).


The Newly reorganized corporation Conversion Solutions Holdings Corp is a diversified holdings company which was formed to originate, fund and source funding for asset-based transactions in the private market. CSHD’s main products will be to acquire, provide funding and insurance to its target companies in the currently underserved $ 15,000,000 to $ 100,000,000 asset finance market. CSHD provides economical and efficient use of capital while providing a valuable opportunity of loans to and or investment in small and medium sized businesses by providing asset based funding against marketable “income producing and insurable” assets. Our funding will enable our businesses to compete more effectively, improve operations and increase property value.


The Company


CSHD will issue a series of securities to a limited accredited investor market based on different asset groups to create transactional and operational capital. Thereafter CSHD shall arrange to package each asset or asset group into asset-based securities (ABS) and at a later time thereafter spin-off a special purpose vehicle with an income stream to the accredited investor market. These transactions will accomplish the dual purpose of funding transactions and increasing operational capital and shareholder value. If necessary we will group assets and insure them as to title, liens and against loan loss, when appropriate, prior to issuing any asset backed security. Furthermore, we are setting up a subsidiary management company to manage all ABS securities outstanding and eventually assist the management of the spin-off special purpose vehicles.


The corporation intends to specialize in three (3) main lines of business (1) loan and or invest money to commercial business that possess marketable and insurable assets whereby the loans are secured by the asset or asset group (2) place insurance for asset title, lien valuation and against loan loss for each asset tendered for securitization, when required and (3) manage premium revenue, reserves and its ABS portfolio. CSHD intends to become the preferred stop for the acquisition of small to medium sized businesses to raise capital against marketable, income-producing and insurable assets to enable asset owners to add value to their properties and increase income derived from their properties. The assets CSHD intends to fund against will be within the $ 15,000,000 to $ 100,000,000 range and





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will either be income producing or present a very high probability to produce income within a maximum 16-month time horizon. Should the asset possess characteristics whereby CSHD can reasonably foresee income within that time horizon, CSHD will substitute that income stream for sales revenue that the company is presently generating while the secured asset readies itself to become income producing. CSHD will lend against these assets in a structured and agreed way but in no instance more than 20% of its company balance sheet. Any securities issued by CSHD to fund asset groups shall be made to accredited investors for purposes of purchase, pledge or hypothecation. CSHD will insure against “bad” title, the loan to value or lien ratio as well as the repayment of any asset-based loan by setting up a “captive” insurance company that will purchase reinsurance and manage the premium account as an offset to any loss. The captive insurance company will be set up after our initial capital has settled.


Market

The Company has targeted businesses that have sales of $2,000,000 to $50,000,000 or more per year. CSHD will use real and/or marketable assets, secure funding and insure assets as required while lending the capital each business requires increasing income and the value of its business.  By operating in this market CSHD intends to increase its asset value and enhance shareholder’s value. However, CSHD is aware that the idea of asset based financing is new to this market. Furthermore, CSHD possesses no manufacturing or distribution base that would require operations capital placing it in an enviable position. Excess capital over and above transaction capital required for each deal would become operations or future deal capital for CSHD.


Plan of Operations


Setup of Company

The Company's plan of operations for the remainder of 2006 is to raise capital against its asset base and develop its’ role in the niche market for securities offerings using asset based funding techniques. This entails the development of the CSHD business model. CSHD intends to list its stock on the NASD. To this end, CSHD is in discussion with various market makers to engage in a firm underwriting using a syndicated market distribution approach. Moreover, CSHD intends to set up a captive insurance operation through its’ insurance liaison with Lloyds affiliations, who are members of the CSHD team. CSHD intends to write policies to cover its loans, when applicable and secure the proper re-insurance for underwritten loans through the London reinsurance markets and other applicable markets. CSHD has made arrangements to secure primary





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insurance against loan loss through the London insurance market and others and has several reinsures available for the underwriting of such insurance through its captive. CSHD is setting up to operate an ABS management company in manage its portfolio. CSHD intends to operate its business and apply for a company rating from Fitch rating service. As CSHD’s public target will have been a corporate entity for more than five (5) years with more than 3 years of operating history, it will qualify for submission to Fitch Rating Service for a company rating. Such a rating will be beneficial in Europe and the US.


Operations


CSHD will operate through its operations officers to bring in new business and execute existing business. Once the business is introduced CSHD will discuss the merits of funding each asset in committee. The committee will vote on whether or not funding is feasible for the asset. When a positive vote is recorded a decision will be made as to the best structure to secure funding. A special purpose vehicle may be set up though CSHD’s legal department or its Asset management committee for this purpose. The captive insurance company will underwrite the risk of title and lien due diligence and loan default loss and reinsurance will be placed for the insurance polices, if such insurance is required. Convertible debentures with an indenture or other debt securities may be floated for selected issues for the term of the asset loan pool.


CSHD’s operations officers will manage operations capital and the company portfolio of insurance premiums and the associated risks. CSHD will repeat the described process, as needed but will attempt to limit these issues to between four (4) to six (6) issues per year. We will re-evaluate strategy and policy as the company and its’ operations grow. Depending on business flow we will spin-off our ABS portfolio in or about the second year after first funding of the subsidiary company.


CSHD designated asset group financing will necessarily involve various transaction agreements that may cover several asset owners and types. A CSHD-designated financing may represent only a limited amount of the asset group value or an entire asset group value depending on cumulative asset value and securities structure.





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Item 1A

Risk Factors

The Following information is provided as required by Item 503(c) of Regulation S-K (§229.503(c) of this chapter) applicable to the registrant and in accordance with Rule 421(d) of the Securities Act of 1933 (§230.421(d) of this chapter).

Penny stocks can be very risky.

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Penny stocks are low-priced shares of small companies not traded on an exchange or quoted on NASDAQ. Prices often are not available. Investors in penny stocks often are unable to sell stock back to the dealer that sold them the stock. Thus, you may lose your investment. Be cautious of newly issued penny stocks.

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Your salesperson is not an impartial advisor but is paid to sell you the stock. Do not rely only on the salesperson, but seek outside advice before you by any stock. If you have problems with a sales person, contact the firm's compliance officer or the regulators listed below.

Information you should get.

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Before you buy penny stock, federal law requires your salesperson to tell you the "offer" and the "bid" on the stock, and the "compensation" the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to you after the trade.

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You will need this price information to determine what profit, if any, you will have when you sell your stock. The offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge to these wholesale prices as compensation (called a "markup" or "markdown").

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The difference between the bid and the offer price is the dealer's "spread." A spread that is large compared with the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. If the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment.

Brokers' duties and customer's rights and remedies.

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If you are a victim of fraud, you may have rights and remedies under state and federal law. You can get the disciplinary history of a salesperson or firm from the NASD at 1-800-289-9999, and




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additional information from your state securities official at the North American Securities Administrators Association's central number: (202) 737-0900. You may also contact the SEC with complaints at (202) 272-7440.

 

FURTHER INFORMATION


Generally, penny stock is a security that:

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Is priced under five dollars;

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Is not traded on a national stock exchange or on NASDAQ (the NASD's automated quotation system for actively traded stocks);

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May be listed in the "pink sheets" or the NASD OTC Bulletin Board;

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Is issued by a company that has less than $5 million in net tangible assets and has been in business less than three years, by a company that has under $2 million in net tangible assets and has been in business for at least three years, or by a company that has revenues of $6 million for 3 years.

Use Caution When Investing in Penny Stocks:

1.

Do not make a hurried investment decision. High-pressure sales techniques can be a warning sign of fraud. The salesperson is not an impartial advisor, but is paid for selling stock to you. The salesperson also does not have to watch your investment for you. Thus, you should think over the offer and seek outside advice. Check to see if the information given by the salesperson differs from other information you may have. Also, it is illegal for salespersons to promise that stock will increase in value or is risk-free, or to guarantee against loss. If you think there is a problem, ask to speak with a compliance official at the firm, and, if necessary, any of the regulators referred to in this statement.




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2.

Study the company issuing the stock. Be wary of companies that have no operating history, few assets, or no defined business purpose. These may be sham or "shell" corporations. Read the prospectus for the company carefully before you invest. Some dealers fraudulently solicit investors' money to buy stock in sham companies, artificially inflate the stock prices, then cash in their profits before public investors can sell their stock.

3.

Understand the risky nature of these stocks. You should be aware that you may lose part or all of your investment. Because of large dealer spreads, you will not be able to sell the stock immediately back to the dealer at the same price it sold the stock to you. In some cases, the stock may fall quickly in value. New companies, whose stock is sold in an "initial public offering," often are riskier investments. Try to find out if the shares the salesperson wants to sell you are part of such an offering. Your salesperson must give you a "prospectus" in an initial public offering, but the financial condition shown in the prospectus of new companies can change very quickly.

4.

Know the brokerage firm and the salesperson with whom you are dealing. Because of the nature of the market for penny stock, you may have to rely solely on the original brokerage firm that sold you the stock for prices and to buy the stock back from you. Ask the National Association of Securities Dealers, Inc. (NASD) or your state securities regulator, which is a member of the North American Securities Administrators Association, Inc. (NASAA), about the licensing and disciplinary record of the brokerage firm and the salesperson contacting you. The telephone numbers of the NASD and NASAA are listed on the first page of this document.




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5.

Be cautious if your salesperson leaves the firm. If the salesperson who sold you the stock leaves his or her firm, the firm may reassign your account to a new salesperson. If you have problems, ask to speak to the firm's branch office manager or a compliance officer. Although the departing salesperson may ask you to transfer your stock to his or her new firm, you do not have to do so. Get information on the new firm. Be wary of requests to sell your securities when the salesperson transfers to a new firm. Also, you have the right to get your stock certificate from your selling firm. You do not have to leave the certificate with that firm or any other firm.

You’re Rights Disclosures to you.

Under penalty of federal law, your brokerage firm must tell you the following information two different times before you agree to buy or sell a penny stock, and after the trade, by written confirmation:

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The bid and offer price quotes for penny stock, and the number of shares to which the quoted prices apply. The bid and offer quotes are the wholesale prices at which dealer’s trade among themselves. These prices give you an idea of the market value of the stock. The dealer must tell you these price quotes if they appear on an automated quotation system approved by the SEC. If not, the dealer must use its own quotes or trade prices. You should calculate the spread, the difference between the bid and offer quotes, to help decide if buying the stock is a good investment.  A lack of quotes may mean that the market among dealers is not active. It thus may be difficult to resell the stock. You also should be aware that the actual price charged to you for the stock may differ from the price quoted to you for 100 shares. You should therefore determine, before you agree to a purchase, what the actual sales price (before the markup) will be for the exact number of shares you want to buy.




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The brokerage firm's compensation for the trade. A mark-up is the amount a dealer adds to the wholesale offer price of the stock and a markdown is the amount it subtracts from the wholesale bid price of the stock as compensation. A markup/markdown usually serves the same role as a broker's commission on a trade. Most of the firms in the penny stock market will be dealers, not brokers.

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The compensation received by the brokerage firm's salesperson for the trade. The brokerage firm must disclose to you, as a total sum, the cash compensation of your salesperson for the trade that is known at the time of the trade. The firm must describe in the written confirmation the nature of any other compensation of your salesperson that is unknown at the time of the trade.

In addition to the items listed above, your brokerage firm must send to you:

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Monthly account statements. In general, your brokerage firm must send you a monthly statement that gives an estimate of the value of each penny stock in your account, if there is enough information to make an estimate. If the firm has not bought or sold any penny stocks for your account for six months, it can provide these statements every three months.

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A Written Statement of Your Financial Situation and Investment Goals. In general, unless you have had an account with your brokerage firm for more than one year, or you have previously bought three different penny stocks from that firm, your brokerage firm must send you a written statement for you to sign that accurately describes your financial situation, your investment experience, and your investment goals, and that contains a statement of why your firm decided that penny stocks are a suitable investment for you. The firm also must get your written consent to buy the penny stock.




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Legal remedies. If penny stocks are sold to you in violation of your rights listed above, or other federal or state securities laws, you may be able to cancel your purchase and get your money back. If the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages. If you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration. You may wish to contact an attorney. The SEC is not authorized to represent individuals in private litigation.

However, to protect yourself and other investors, you should report any violations of your brokerage firm's duties listed above and other securities laws to the SEC, the NASD, or your state securities administrator at the telephone numbers on the first page of this document. These bodies have the power to stop fraudulent and abusive activity of salespersons and firms engaged in the securities business. Or you can write to the SEC at 450 Fifth St., NW, Washington, DC 20549; the NASD at 1735 K Street, NW., Washington, DC 20006; or NASAA at 553 New Jersey Avenue, NW., Suite 750, Washington, DC 20001. NASAA will give you the telephone number of your state's securities agency. If there is any disciplinary record of a person or a firm, the NASD, NASAA, or your state securities regulator will send you this information if you ask for it.

MARKET INFORMATION

The market for penny stocks. Penny stocks usually are not listed on an exchange or quoted on the NASDAQ system. Instead, they are traded between dealers on the telephone in the "over-the-counter" market. The NASD's OTC Bulletin Board also will contain information on some penny stocks. At times, however, price information for these stocks is not publicly available.




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Market domination. In some cases, only one or two dealers, acting as "market makers," may be buying and selling a given stock. You should first ask if a firm is acting as a broker (your agent) or as a dealer. A dealer buys stocks itself to fill your order or already owns the stock. A market maker is a dealer who holds itself out as ready to buy and sell stock on a regular basis. If the firm is a market maker, ask how many other market makers are dealing in the stock to see if the firm (or group of firms) dominates the market. When there are only one or two market makers, there is a risk that the dealer or group of dealers may control the market in that stock and set prices that are not based on competitive forces. In recent years, some market makers have created fraudulent markets in certain penny stocks, so that stock prices rose suddenly, but collapsed just as quickly, at a loss to investors.

Mark-ups and mark-downs. The actual price that the customer pays usually includes the mark-up or mark-down. Mark-ups and markdowns are direct profits for the firm and its salespeople, so you should be aware of such amounts to assess the overall value of the trade.

The "spread". The difference between the bid and offer price is the spread. Like a mark-up or mark-down, the spread is another source of profit for the brokerage firm and compensates the firm for the risk of owning the stock. A large spread can make a trade very expensive to an investor. For some penny stocks, the spread between the bid and offer may be a large part of the purchase price of the stock. Where the bid price is much lower than the offer price, the market value of the stock must rise substantially before the stock can be sold at a profit. Moreover, an investor may experience substantial losses if the stock must be sold immediately.

Example: If the bid is $0.04 per share and the offer is $0.10 per share, the spread (difference) is $0.06, which appears to be a small amount. But you would lose $0.06 on every share that you bought for $0.10 if you had to sell that stock immediately to the same firm. If you had invested $5,000 at the $0.10 offer price, the market maker's repurchase price, at $0.04 bid, would be only $2,000: thus you would lose $3,000, or more than half of your investment, if you decided to sell the stock. In addition, you would have to pay compensation (a "mark-up," "mark-down," or commission) to buy and sell the stock.




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In addition to the amount of the spread, the price of your stock must rise enough to make up for the compensation that the dealer charged you when it first sold you the stock, Then, when you want to resell the stock, a dealer again will charge compensation, in the form of a markdown. The dealer subtracts the markdown from the price of the stock when it buys the stock from you. Thus, to make a profit, the bid price of your stock must rise above the amount of the original spread, the markup, and the markdown.

Primary Offerings. Most penny stocks are sold to the public on an ongoing basis. However, dealers sometimes sell these stocks in initial public offerings. You should pay special attention to stocks of companies that have never been offered to the public before, because the market for these stocks is untested. Because the offering is on a first-time basis, there is generally no market information about the stock to help determine its value. The federal securities laws generally require broker-dealers to give investors a "prospectus," which contains information about the objectives, management, and financial condition of the issuer. In the absence of market information, investors should read the company's prospectus with special care to find out if the stocks are a good investment. However, the prospectus is only a description of the current condition of the company. The outlook of the start-up companies described in a prospectus often is very uncertain.




Item 1B

Unresolved Staff Comments

The Following information is provided as required by Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).


There are No unresolved issues know to us at this time



Item 2

Properties

The Following information is provided as required by Item 102 of Regulation S-K (§ 229.102 of this chapter).


The corporation leases the office locations of 125 TownPark Dr Suite 300 Kennesaw, Georgia 30144, 150 Moore Rd Kingston, Georgia 30145 and 1170 Peachtree Street (Mid-Town) Suite 1800 Atlanta, Georgia.





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Item 3

 Legal Proceedings


(a) The Following information is provided as required by Item 103 of Regulation S-K (§ 229.103 of this chapter).


The Form 8-K [html][text] 118 KB Current report, item 1.01 Acc-no: 0001297077-06-000064 (34 Act) is incorporated herein by this reference


On September 27, 2006 filed a civil action in The Superior Court of Bartow County State of Georgia against Dr. Thomas Mensah and Georgia Aerospace (Civil Action Number 06-CV-2648). The Corporation will update the shareholders on the action as information is processed and assimilated.


Item 4

Submission of Matters to a Vote of Security Holders


The Form 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act) is incorporated herein by this reference.

On July 8, 2006, The FrontHaul Group, Inc., a Delaware corporation ("FHAL"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Conversion Solutions, Inc., a Delaware corporation ("CVSU"). The Merger Agreement contemplates that, subject to the terms and conditions of the Merger Agreement, Conversion Solutions, Inc. will be merged with and into FHAL, with FHAL continuing after the merger as the surviving corporation (the "Merger").

Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Conversion Solutions, Inc. will be converted into the right to receive 1 shares of FHAL common stock, par value $0.001 per share (the "Exchange Ratio"), and each issued, outstanding, unexpired and unexercised CVSU stock option will be converted into FHAL stock options using the Exchange Ratio.

The Board of Directors (the "Board") and Majority shareholders of FHAL has unanimously approved the Merger Agreement. FHAL and CVSU have made customary representations, warranties and covenants in the Merger Agreement. FHAL's covenants include, among others, that (i) CVSU will conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the effective time of the Merger, (ii) FHAL will not engage in any




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types of transactions during such interim period, (iii) FHAL and CVSU will not solicit proposals relating to alternative business combination transactions, and (iv) subject to certain exceptions, FHAL and CVSU will not enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions.

FHAL and CVSU intend to file an S-4 registration statement / prospectus in connection with the proposed Merger for the registration of the CVSU share pursuant to the Merger agreement. Completion of the Merger is subject to customary closing conditions, including, among other things, (i) absence of any order or injunction prohibiting the consummation of the Merger; (ii) the accuracy of the representations and warranties of the each party; and (iii) compliance of each party with its covenants.

The Merger Agreement contains certain termination rights for both CVSU and FHAL, and further provides that, upon termination of the Merger Agreement under specified circumstances.

This description of the Merger Agreement is qualified in its entirety by the terms and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

The Voting Agreements

In connection with the execution of the Merger Agreement, FHAL's executive officers and each member of the Board, in their capacities as stockholders, entered into a Voting Agreement with CVSU (each, a "Voting Agreement"), pursuant to which, among other things, each executive officer of FHAL and member of the Board agreed and voted in favor of the Merger and agreed not to dispose of any of shares common stock held by such executive officer or member of the Board prior to the consummation of the Merger. The Voting Agreements will terminate upon the earlier of the consummation of the Merger or the termination of the Merger Agreement. This description of the Voting Agreements is qualified in its entirety by the terms and conditions of the Voting Agreements, a form of which is filed as Exhibit 2.2 hereto, and is incorporated herein by reference.




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 The Merger Agreement and the Voting Agreements provide investors with information regarding their terms. They are not intended to provide any other factual information about CVSU or FHAL. In addition, the Merger Agreement contains representations and warranties of each of the parties to the Merger Agreement and the assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties delivered in connection with the execution of the Merger Agreement. The parties reserve the right to, but are not obligated to, amend or revise the Merger Agreement or the disclosure schedules. In addition, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality different from those generally applicable to stockholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.

Additional Information about the Merger and Where to Find It

FHAL's and FHAL intend to file with the SEC a S-4 registration statement / prospectus and other relevant materials in connection with the proposed acquisition of CVSU by FHAL pursuant to the terms of an Agreement and Plan of Merger by and among Conversion Solutions, Inc., and FHAL. The S-4 registration statement / prospectus and other relevant materials (when they become available), and any other documents filed by CVSU or FHAL with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by CVSU by contacting CVSU Investor Relations, Ben F Stanley, (317) 213-7700 or Chief Executive Officer, Rufus Paul Harris, (678) 255-7650. Investors and security holders may obtain free copies of the documents filed with the SEC by FHAL by contacting FHAL Chief Executive Officer, Rufus Paul Harris, (678) 255-7650. Investors and security holders of FHAL are urged to read the prospectus statement and the other relevant materials when they become available before making any investment decision with respect to the proposed merger.




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Part II



Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


The Common Stock of Conversion Solutions Holdings Corp is traded on the NASD Electronic Bulletin Board over-the-counter market (OTC-BB), and is quoted under the symbol "CSHD".


Common Stock


CSHD's Certificate of Incorporation authorizes the issuance of 200,000,000 shares of Common stock, $.001 par value.


Holders of Common Stock are entitled to one vote for each share held on all matters voted upon by the stockholders, including the election of directors. The holders of Common Stock have no preemptive rights to purchase or subscribe for any stock of CSHD now or hereafter authorized or for securities convertible into such stock. All of the outstanding shares of Common Stock are fully paid and non-assessable. Upon any liquidation of CSHD, the holders of Common Stock are entitled to share ratably in assets available for distribution to such stockholders. Holders of Common Stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the Board of Directors may from time to time determine.





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Shareholders are not entitled to cumulative voting rights, and accordingly, the holders of a majority of the voting power of the shares voting for the election of directors can elect the entire class of directors to be elected each year if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any person as a director of such class.


Preferred Stock


CSHD's Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, $.001 par value.


Furia issued 500,000 shares of its convertible preferred stock in connection with the acquisition of Fronthaul Inc. in August 2004. Each outstanding share of preferred stock is convertible into 100 shares of the Common Stock of Furia, for an aggregate of 50,000,000 shares of Common Stock.


The mentioned preferred stock was held by Former CEO Michael Alexander and was nullified upon the execution of the Merger Agreement dated July 8, 2006 with CSHD and filed with the Security Exchange Commission is incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act).


Dividend Restrictions


CSHD has not declared or paid any dividends on its Common Stock. CSHD has not yet formulated a future dividend policy in the event restrictions on its ability to pay dividends are created.


Transfer Agent and Registrar


The transfer agent and registrar of CSHD is Integrity Stock Transfer, 2920 N. Green Valley Parkway, Building 5, Suite 527, Las Vegas, NV 89014; telephone 1.877.317.7757.





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Market Price


The following table sets forth the range of high and low closing bid prices per share of the Common Stock of CSHD (trading symbol CSHD) for the periods indicated (reflecting inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions) on the NASD Electronic Bulletin Board over-the-counter market.


Year Ending December 31, 2005

       
     

High Closing

 

Low Closing

        

1st Quarter

    

None

 

None

2nd Quarter

    

.60

 

.27

3rd Quarter

    

.29

 

.11

4th Quater

    

.26

 

.10

        

Year Ending December 31, 2006

       

1st Quarter

    

.34

 

.09

2nd Quarter

    

.22

 

.046

3rd Quarter

    

4.00

 

.085

4th Quarter

    

n/a

 

n/a

        
        


While the trading price of CSHD's Common Stock is below $5.00 per share, the Common Stock is considered to be "penny stocks" that are subject to rules promulgated by the Securities and Exchange Commission (Rule 15-1 through 15g-9) under the Securities Exchange Act of 1934. These rules impose significant requirements on brokers under these circumstances, including: (a) delivering to customers the Commission's standardized risk disclosure document; (b) providing customers with current bid and ask prices; (c) disclosing to customers the broker-dealer's and sales representatives' compensation; and (d) providing to customer’s monthly account statements.





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Current Event-Driven Threshold Price Reset

As a result of the Merger agreement between FrontHaul Group and CSHD [incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act)] Item 2.6 Average Closing Price Adjustment which reads a follows;

       In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ).

The Corporation hereby chooses option (c) to reset the Share value to an equivalent of $15.00 by issuing additional shares to each shareholder of record as of the close of business on October 30, 2006 10 business days from the filing of this form 10-KSB. The ratio of share issuance will use the following formula ($15.00 divided by the Actual Closing Price on October 30, 2006 (x) minus Actual Closing Price on October 30, 2006) (15 / X - X).





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Stock Option, SAR and Stock Bonus Plan


Effective August 16, 2005, Furia adopted and approved its 2005 Incentive Stock Plan (the "Plan"), which reserved 10,000,000 shares of its Common Stock for issuance under the Plan. The Plan allows the corporation to issue awards of incentive and non-qualified stock options, stock appreciation rights, and stock bonuses to consultants of Furia, which may be subject to restrictions.


CSHD Board of directors has elected to retain the 2005 Incentive Stock Plan [Exhibit 10.1], but has no plan to issue any share in the near future.  No shares have been issued to date.


Sale of Unregistered Securities


Not Applicable



Item 6

Selected Financial Data


The Following information is provided as required by Item 301 of Regulation S-K (§ 229.301 of this chapter).


The Audited Financials of CSHD is incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act) and see Item 8 below.



Item 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operation


The Following information is provided as required by Item 303 of Regulation S-K (§ 229.303 of this chapter).


The following discussion of CSHD's financial condition and results of operations should be read in connection with CSHD's consolidated financial statements and notes thereto appearing elsewhere in this annual report. This discussion contains statements reflecting the opinions of management as well as forward-looking statements regarding the market and CSHD that involve risks and uncertainties. These statements relate to





22




expectations and concern matters that are historical facts. Words such as "believes", "expects", "anticipates" and similar expressions used throughout this document indicate that forward-looking statements are being made.


Although management of CSHD believes that the expectations and opinions reflected in its forward-looking statements are reasonable, these statements are not guarantees of future performance. They are subject to risks, uncertainties and other factors that could cause actual performance to differ materially from projected results. Additional risk factors are disclosed elsewhere in this annual report.


The Audited Financials notes to the financials of CSHD is incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act).



Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

The Following information is provided as required by Item 305 of Regulation S-K (§ 229.305 of this chapter).





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Item 8

 

Financial Statements and Supplementary Data

The Following information is provided as required of Regulation S-X (§ 210 of this chapter), except § 210.3-05 and Article 11 thereof, and the supplementary financial information required by Item 302 of Regulation S-K (§ 229.302 of this chapter).


The Audited Financials notes to the financials of CSHD is incorporated herein by this reference to 8-K/A [html][text] 500 KB [Amend] Current report, item 2.01 Acc-no: 0001297077-06-000068 (34 Act).

CONVERSION SOLUTIONS HOLDINGS CORP.
(A Development Stage Company)
Balance Sheet
As of June 30, 2006

ASSETS:

 

 

 

Current Assets:

 

 

 

  Checking / Savings

 

$1,560

 

  Interest Receivable

 

$19,869,792

 

Total Current Asset

 

 

$19,871,352

 

 

 

 

Other Assets:

 

 

 

  UCC Security Notes

 

$310,138,000

 

Total Other Assets

 

 

$310,138,000

 

 

 

 

Long-Term Assets:

 

 

 

  Long-term Investment In Bonds

 

 

$500,000,000

   (See footnote)

 

 

 

Total Assets

 

 

$830,009,352

 

 

 

 

LIABILITIES & EQUITY:

 

 

 

  Note Payable

 

 

$4,400,000

  Long-term Note

 

 

$36,000,000

  Income Tax Payable

 

 

$101,060

     Total Liabilities

 

 

$40,501,060

  Capital Stock

 

 

 

   (common stock, .0001 par value for

 

 

$2,329

    23,290,000and .001 par value for

 

$25,609

    25,608,637 authorized and outstanding)

 

 

$27,938

 

 

 

 

 

 

 

 

  Net Income (loss)

 

 

$18,530,865

  Accumulated Other

 

 

$770,949,489

  Comprehensive Income

 

 

 

     Total stockholders equity

 

 

$789,508,292

TOTAL LIABILITIES & EQUITY

 

 

$830,009,352

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS



24



CONVERSION SOLUTIONS HOLDINGS CORP.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period ending June 30, 2006

 

 

 

AccumulatedOther

 

Total

 

Common Stock

 

Comprehensive

Retained

Stockholders

Common Stock

Number of Shares

Amount

Income

(Deficit)

Equity

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

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

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

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

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

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

Additional Total

 

 

 

 

 

Numbers of paid-in Stockholders'

 

 

 

 

 

Shares Amount capital Deficit Equity

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

The authorized capital stock of the

 

 

 

 

 

company consist of 100,000,000 shares of

 

 

 

 

 

common stock with a .0001 par value, of

 

 

 

 

 

which23,290,000 are issued and

 

 

 

 

 

outstanding,

23,290,000

$2,329

 

 

$2,329

and 25,608,637 with a .001 par value

 

 

 

 

 

outstanding, and a $50 par value of

 

 

 

 

 

preferred stock

 

 

 

 

 

of which none are outstanding

25,608,637

$25,609

 

 

$25,609

.

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Income

 

 

$770,949,489

 

$770,949,489

Net Income

 

 

 

$18,530,865

$18,530,865

 

 

 

 

 

 

Balance as of June 30, 2006

48,898,637

$27,938

$770,949,489

$18,530,865

$789,508,292

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




25



CONVERSION SOLUTIONS HOLDINGS CORP.
(A Development Stage Company)
Statement of Operations
July 1, 200 through June 30, 2006

Ordinary Income:

 

 

 

 

  Income (loss)

 

 

 

$0

Other Income

 

 

 

$0

  Interest Revenue

 

 

 

$19,869,792

Total Income

 

 

 

$19,869,792

 

 

 

 

 

Expenses:

 

 

 

 

  Advertising

 

 

$6,220

 

  Automobile

 

 

$14,053

 

  Bank Service Charges

 

 

$2,747

 

  Building Repairs

 

 

$25,866

 

  Contributions

 

 

$1,000

 

  Equipment Rental

 

 

$522

 

  License & Permits

 

 

$36

 

  Miscellaneous

 

 

$62,928

 

  Payroll Expenses

 

 

$505,301

 

  Contractual Expense

 

 

$228,806

 

  Postage & Delivery

 

 

$2,041

 

  Printing

 

 

$54

 

  Professional Fees:

 

 

$67,200

 

  Legal Fees

 

 

 

 

  Public Relations

 

 

$6,398

 

  Rent

 

 

$82,027

 

  Telephone

 

 

$26,399

 

  Travel & Entertainment

 

 

$64,218

 

  Utilities

 

 

$2,805

 

Other Expenses:

 

 

 

 

  Other Expense

 

 

$122,775

 

  Contractual

 

 

 

 

  Supplies

 

 

$16,039

 

  Taxes & Fees

 

 

$432

 

  Income Tax Expense

 

 

$101,060

 

 

 

 

 

 

Total Expenses

 

 

 

$1,338,927

 

 

 

 

 

Net Income (loss)

 

 

 

$18,530,865

 

 

 

 

 

Gain per common share

 

 

 

$0.38

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS



26



CONVERSION SOLUTIONS HOLDINGS CORP.
(A Development Stage Company)
Statement of Cash Flows
July 1, 2005 - June 30, 2006

OPERATING ACTIVITIES

 

 

 

 

 

  Net Income

 

 

 

$18,530,865 

 

Net Cash Provided by Operating Activities

 

 

 

 

$18,530,865 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

  UCC Security Notes

 

 

 

($310,138,000)

 

  Interest Receivable

 

 

 

($19,869,792)

 

  Long-term Investment in Bonds

 

 

 

($500,000,000)

 

 Net Cash Provided by Investing Activities

 

 

 

 

($830,007,792)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

  Capital Stock

 

 

 

$27,938 

 

  Accumulated Other Comprehensive Income

 

 

 

$770,949,489 

 

 

 

 

 

 

 

Income Tax Payable

 

 

 

$101,060 

 

  Note Payable

 

 

 

$4,400,000 

 

  Long-Term Note

 

 

 

$36,000,000 

 

 

 

 

 

 

$811,478,487 

Net Cash Increase (decrease) for the period

 

 

 

 

$1,560 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




27



CONVERSION SOLUTIONS HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS

1.     FORMATION AND OPERATIONS OF THE COMPANY

Conversion Solutions Holdings Corp. (the "Company") was incorporated under the laws of the State of Delaware on February 11, 2005. The Company is organized to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. The Company has been in the development stage since its formation on February 11, 2005. Planned principal operations have only recently commenced, but the Company has not generated significant revenues.

On April 22, 2005, the Company entered into a stock purchase agreement with Waatle Holdings Corp. for the purchase of its (Company) outstanding common shares, with the agreement being finalized on June 7, 2005. On June 10, 2005, the Company made a business combination offer to Waatle Holdings Corp., with the merger being approved by the shareholders (Waatle Holdings Corp.) on June 17, 2005.

The Company has acquired a number of different companies either by acquisition or by entering into joint venture agreement. Some of these companies include American International Smart Structures (AISS), Brittenum Brothers Entertainment, Inc., Rocky Road Records, Inc., Seko Management Inc., Tserof Holdings Inc., CVSU Coffee Shop, Equine Solutions Inc., and Stargate Productions. None of these companies have engaged in any significant business activities or generated any material revenues or expenses as of the end of the audit period, and thus, does not have a material impact on the current financial statements.

2.     GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company does not anticipate re-occurring net losses for the foreseeable future, but will require a significant amount of capital to commence its planned principal operations and proceed with its business plan. Accordingly, the Company's ability to continue as a going concern is dependent upon its ability to secure an adequate amount of capital to finance its planned principal operations and/or implement its business plan. The Company's plans include an offering of its common stock and the issuance of debt, however, there is no assurance that they will be successful in their efforts to raise capital. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.




28



CONVERSION SOLUTIONS HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS

3.     DEVELOPMENT STAGE COMPANY

As indicated in the previous notes, the Company is a development stage company. It is concentrating substantially all of its efforts in raising capital and establishing business operations in order to generate significant revenues.

4.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

USE OF ESTIMATES

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of the Company's cash, interest receivable, accounts payable, accrued expenses and notes payable approximates their carrying value due to their short maturity. The amount of the interest receivable is computed based on the coupon interest rate of the long-term investment, 13.625% applied to the principal amount of the investment prorated based on the date of the acquisition (March 15, 2006)and subsequent ownership of the investment, to the end of the audit period, June 30, 2006.

DIVIDENDS

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

  




29



CONVERSION SOLUTIONS HOLDINGS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS

5.     SHAREHOLDER'S EQUITY

As of June 30, 2006, the Company had 48,898,637 numbers of common shares outstanding, with $2329 amount received for service rendered related to the start up of the organization (23,290,000 shares at .0001 par value per share) and 25,608,637 shares were issued at a par value of .001 per share. In addition, the stockholders equity section consists of net income for the year ended June 30, 2006, as well as the Accumulated Other Comprehensive Income amount for the period ending June 30, 2006. The total Accumulated Other Comprehensive Income amount is computed based on the total assets plus net income amount less liabilities for the period ending June 30, 2006.

6.     COMMON STOCK

The holders of the Company's common stock:

       a. Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

       b. Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of affairs;

       c. Do not have preemptive, subscription or conversion rights or redemption or access to any sinking fund; and

      d. Are entitled to one cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

7.     PREFERRED STOCK

The Company has authorized, but not issued, 20,000,000 shares of preferred stock, $50 par value per share, of which there are no shares issued and outstanding as of end of the audit period. The board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without f