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Microcap & Penny Stocks : PLNI - Game Over -- Ignore unavailable to you. Want to Upgrade?

To: Jeffrey S. Mitchell who wrote (5264)	7/5/2006 12:21:16 AM
From: VultureBuyer	Read Replies (1) \| Respond to of 12518

There is just no way to know what the eventual net acquisition cost of Pro-Mold and SEMCO is without access to the financials of private legal entities. Their purchase price is stated in the reports, but that should be constructively adjusted by after the fact events. As of 6/16/06 the only preferred shares issued and outstanding is the 1,000,000 that went to LexReal. The only way I can make the numbers add up for the subscribed but unissued preferred is that it must be from a different series with different terms. The issued shares are Series B, there might be Series A that is part of the subscription agreement. I doubt the other series is super voting and super convertible; more likely it will look like a debt instrument in the form of a preferred equity issue. Without a customary filing, even for a shelf registration, there's no way to know. Which by the way is another point I wanted to make. There doesn't appear to have been any registration of securities, but there is a loophole where private shares get into the public float; Rule 144. It's probably been going on for years. If you want to look at the amazing compensation, look at the management discussion for Q1 '06: "The figure of $8,679,000, as referenced in the footnotes of the financial statements, number 13, page 6, Common Stock, paragraph 1, were incurred under the GAAP (Generally Accepted Accounting Principles) and FASB (Financial Accounting Standards Board) rules of beneficial interest expense. As the Company has described in the past, beneficial interest expense is not an operating expense. It is merely a bookkeeping entry reflected, due to the issuance of stock to the majority shareholder, for capital contributions made to the Company." I understand that to mean a chunk of stock got issued to a JT controlled private legal entity for "capital contributions". The fact that it was run through SG&A usually indicates compensation for services rendered. My limited understanding of GAAP indicates this should have been run through the balance sheet if it was capital contributions, not the profit and loss statement (especially when the parties have a mutual controlling interest relationship). Curiouser and curiouser. If I'm right then we may need to see a future restatement of that quarter's financials.