Plus Solutions (fka PLSO)

[fringe_remnant]

.<font color=platinum>Further Due Diligence

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First a Recap of our inital post on the subject:


PLSO Reinstated President

Abe Grossman [phone] extension 229

http://www.secinfo.com/d13U1s.319.htm



I just had a very nice call from the Laurus counsel handling Abe Grossman's work on PLSO. He is the President and CEO of PLSO.

Abe is pursuing cleaning of the shell. Not much left to do.. pay off the TA. We have been advised that we need to look at the closeout SEC filings for PLSO to get a better idea of any minor encumbrances.

We were also advised to seach Abes' investment company KEASHET. We are doing that now.

There has been expression of interest from a variety of parties that are looking for a clean shell to RM into.

Bringing the filings up to date on PLSO shouldn't be a problem and Abe is looking at this right now, as he has been associated for so long with the company. Being non-active, it's really just a matter of determining if they are any minor outstanding debtors.

With filings current, Q's and K's, they can sell this very clean.


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DD Update January 31st, 2006

We spent quite a bit of time with the filings last night, especially the last Q before the SB-2.

Our intent was to confirm the previous conversation with Abe Grossman’s counsel at Laurus…. that the shell was not emcumbered financially. We have been told a small amount of money is owing to a TA, but beyond that, we have yet to find anything.

We feel there is not much for cash monies owed according to the filings.

Alon Enterprises may be owed money but it was not reflected. It appears they backed everything with convertible notes.

At this point we would say with just reading the filings this shell appears to be squeaky clean. We will be in contact with Laurus again this week to firm up on a few questions. We are NOT going to bug them about RM candidates or timetable.. that is Abe’s business and they won’t know, or divulge, anything about this beyond what they have already indicated.

In this filing all the parties are names and accounted for, at least those that invested in the company. KESHET is Abe Grossman’s investment company.

In a nutshell the filings indicate that all monies received by PLSO were interest loans back by convertible notes, with the exception of Alon Enterprises, due cash finder's fees and convertible warrants for their services. There is no mention of any outstanding cash balances with Alon Enterprises. This does not mean they did not owe them. We will check on this last minor item.

Nothing in the filings made mention to cash monies owed to anyone else.

We assumed the books would be easy to review, and they were. The company paid back their loans with stock.

See:
http://www.sec.gov/Archives/edgar/data/1081418/000095013401508986/d92473e10qsb.txt

Most of the money was upfront 750k + an additional 100k from Grossman except for 3 loans from stockholders backed by stock. If they didn't get paid then it was diluted we guess.

Stockholder loans:

225k with 345k shares backing it if no payment.
100k + 26k with 2,050,000 shares backing.

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FINANCING ARRANGEMENTS

On September 27, 2000, we entered into a subscription agreement with
four investors, The Keshet Fund L.P., Keshet L.P., Nesher Ltd., and Talbiya B.
Investments Ltd., which provided for an $8.5 million long-term financing
commitment. The financing was arranged by KCM Ltd., a New York, New York
investment firm. We initially sold to the investors a total of $500,000 of our
8% convertible notes for a purchase price equal to the principal amount of each
note. In November 2000, we sold the investors an additional $250,000 of our
convertible notes for a purchase price equal to the principal amount. As a
result, each investor currently holds 8% convertible notes in the amount set
forth below:

<Table>
<S> <C>
The Keshet Fund L.P. ........................................... $185,000
Keshet L.P. .................................................... 390,000
Nesher Ltd. .................................................... 85,000
Talbiya B. Investments Ltd. .................................... 90,000
--------
TOTAL .......................................................... $750,000
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On May 14, 2001 PLSO received $100,000 from The Keshet Fund LP on
substantially similar terms as set forth in the subscription agreement executed
on September 27, 2000 except for collateral provided to secure such $100,000 in
the form of shares of our common stock pledged by Max Golden.

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It is our opinion at this time that, having examined this filing, that Mr. Grossman wanted this "company" and got it. We doubt he's left many loose ends.

Our opinion remains that this is a Clean Shell ready to me Reverse Merged into, and our conversations to date with representatives of Mr. Grossman indicate to us that this is under active consideration, and may well be underway as of this writing.

fringe, and friends