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Microcap & Penny Stocks : PLEX Shell to merge with internet company -- Ignore unavailable to you. Want to Upgrade?

To: Old Stock Collector who wrote (8)	8/4/1999 8:45:00 PM
From: TOPFUEL	Respond to of 36

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION In light of the fact that the Company divested all of its operations and sold all of its assets in July 1998, the Company is accounting for the historical results of the business as discontinued operations. In this regard, the following discussion and analysis presents a general, overall financial summary of the discontinued operations, rather than a detailed discussion of the results of operations recently disposed of. As presented in the Company's recast financial statements, certain expenses, consisting of minimal general and administrative expense and debt service costs have been evaluated to be expenses attributable to the continuing entity after consideration of the divestiture of operations. In light of the fact that the Company has discontinued its operations, no remedial measures will be necessary or taken to address the Year 2000 computer issue. The following discussion and analysis should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this report. RESULTS OF OPERATIONS - COMPARISON OF QUARTERS ENDED MAY 31, 1999 AND MAY 31, 1998 During both the six months ended May 31, 1999 and 1998, revenues of discontinued business were $0. The Company stopped operating its discontinued business in fiscal year ended November 30, 1997. LIQUIDITY AND CAPITAL RESOURCES At May 31, 1999, the Company had a shareholders deficiency of $409,223 compared to $378,924 at May 31, 1998. The Company is seeking an acquisition or merger with an operating business. Given the Company's retention of substantial liabilities following the consummation of the sale of substantially all its assets in July, 1998, the Company is concerned about its ability to attract such an operating company, and is examining all options available to it in response thereto.

To: Old Stock Collector who wrote (8)	8/4/1999 8:46:00 PM
From: TOPFUEL	Respond to of 36

PROPOSED TRANSACTIONS The Company intends to acquire the business of Global Travel Network, LLC, a limited liability company doing business in the state of New Jersey ("Global"). Global is a provider of travel packages and travel related services. Currently, the Company is contemplating acquiring from Global, in exchange for shares of Common Stock of the Company, all of the outstanding membership interests of Global. Immediately thereafter, a wholly-owned subsidiary of the Company would merge with and into Global, in exchange for shares of Common Stock of the Company, with Global as the surviving corporation (the "Merger"). Following the Merger, Global would be a wholly-owned subsidiary of the Company. The Company is currently negotiating the agreement with respect to the acquisition of the business of Global. It is contemplated that the Company's wholly-owned subsidiary formed for such purposes will merge into Global in a tax free reorganization within the meaning of Sections 351 and/or 368 of the Internal Revenue Code of 1986, as amended. Consummation of the transaction is subject to the approval of holders of a majority of the membership interests of Global. The Merger is subject to a number of conditions, and there can be no assurance that an agreement with respect to the Merger will be entered into, or that the Merger will be consummated. biz.yahoo.com