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Tuesday, June 05, 2007

[PLNI]: Did PLNI CEO Turek file false and misleading statements with the Bankruptcy court regarding the PLNI shares outstanding and his ownership?

1. In the initial PLNI bankruptcy filing, CEO James N. Turek stated that there were 11 billion common shares issued and outstanding as of the date of the filing, May 16, 2007:

2. In the PLNI response for transfer of venue by Murphy, Turek stated that he "holds approximately 73% of outstanding shares":

3. Either the 11 billion common share amount is a false and misleading statement and/or the 73% ownership is a false and misleading statement.

4. The following shows why this might be the case:

a. The 15c2-11 filed with by PLNI on June 24, 2006 stated that Turek owned 222 million common shares and that there were 4.998 billion common shares outstanding, both as of June 16, 2007:

b. There was a Rule 506 Reg.D private placement on October 19, 2006, filed with the SEC by PLNI on November 6, 2006 for $760,000 in common equity. Based on trading prices at the time and an approximately 30% discount, PLNI would have issued about 1.0 billion common shares to the entities that invested in the private placement, one from California and the other from Massachusetts:

c. According to PLNI's SEC filings, there were also 270 million common shares issued on October 29, 2006 to other parties:


During the fourth quarter 2006, the Company identified $720,000 in term debt that was incurred in 2005. The funds from the borrowings were deposited with LexReal. The loans have been called, requiring the Company to provide 270,296,888 of common shares to terminate the notes. On October 29, 2006, the shares were issued at a cost of $162,178. The referenced loans were booked by the Company with an offset to the amounts owed to LexReal, with no increase in the Company’s debt. We are in the process of investigating the impact on prior year’s financial statements and will make the necessary entries when completing the 2006 year-end accounting.

d. Taking the 4.998 billion common shares outstanding as of June 16, 2006 and adding those issued to third parties in (b) and (c) above, the total would be 6.268 billion common shares.

e. Assuming that Turek received 100% of all common shares issued over and above the 6.268 billion common shares stated in (d), then he would have received 11.0 - 6.268 = 4.732 billion additional common shares, leading to a total amount of common shares for Turek of 222 million + 4.732 billion = 4.954 billion common shares owned by Turek out of the 11.0 billion that he stated were outstanding as of the May 16, 2007 bankruptcy filing.

f. So, if Turek received all of the additional shares (that were not identified going to third parties) and did not sell one share during the June 16, 2006 to May 16, 2007 period, he would own a maximum of 4.954 billion /11.0 billion common shares, or only 45% of all common shares outstanding, considerably below the 73% that he claimed in the bankruptcy filing in paragraph #2 above.

g. Based on the data above, in order for Turek to own 73% of all outstanding common shares, he would have to own about 16 billion out of 22 billion common shares outstanding, which means that PLNI would have to issue another 11 billion shares - all to Turek- increasing the total shares outstanding to 22 billion.

h. The above paragraphs show that either Turek made false and misleading statements about the 11 billion common shares issued and outstanding and there are at least 22 billion common shares issued and outstanding, or he made false and misleading statements about his 73% ownership of common shares outstanding, or both.



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