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Microcap & Penny Stocks : PLNI - Game Over

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To: Captain James T. Kirk who wrote (8597)11/1/2006 8:28:09 PM
From: scion  Read Replies (1) of 12518
 
More 'recycling'? - The shares issued to Mr. Murphy - obviously lifted from the Pro Mold 8-K.

ITEM 3.02 Unregistered Sales of Equity Securities

The $100,000 of the Company’s Common Stock issued to the Semco Owners in the Acquisition Agreement were issued to the Semco Owners with a restricted securities legend and each of the Semco Owners agreed to acquire and hold the shares for investment purposes only. The Company did not receive any proceeds from the sale of the shares but did issue the shares in lieu of $100,000 in cash to the Semco Owners as part of the payment of the Purchase Price. The Company did not use any underwriter or broker-dealer in connection with the issuance of the shares and except for certain legal fees and stock transfer agent fees, no other material costs or expenses were incurred in connection with the issuance of the shares.

The shares issued to Mr. Murphy were issued under a claim of exemption pursuant to Section 4(2) of the Securities Act of 1933. The shares were offered and sold by the Company’s management without the use of an underwriter or NASD registered broker-dealer and no commissions were incurred by the Company in connection with the transaction. Each purchaser was sophisticated and experienced in financial, business, and investment matters and otherwise able to evaluate the merits and risks associated with the purchase of the Company’s securities and each was given access to the Company and its books and records and allowed to ask questions and receive answers to their questions about the Company and its operations, financial condition, and future prospects.

sec.gov
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