My email to management for updated info.
Date: Thu, 7 Jun 2007 06:19:46 -0700 (PDT)
From: "harr449"
Subject: PLKC Articles of Incorporation
To: "Dewey Bain" <mdbkdb@adelphia.net>, "Amy Trombly" <amy@tromblybusinesslaw.com>
I would like to know if management made a mistake by not including a reverse split in the Amended Articles of Incorporation filed with GA on March 14, 2007 and with the SEC on April 3, 2007 (Form 8-K).
Form 8-K, Item 5.03 (shown below) does not include wording for a reverse split.
Both the GA and SEC filings show a numerical outline for the Amended Articles of Incorporation that contain errors.
How can the Binding Letter of Intent with Pluginz, LLC, shown in the same Form 8-K, contain a merger condition for a reverse split when Planetlink Communications did not file the necessary paperwork for a reverse split? A reverse split was approved at the March 5, 2007 at the 2006 Annual Meeting of Stockholders.
The latest 10QSB filing states that the Pluginz merger has not "yet" closed as of May 18, 2007. Does this mean that the merger is dead or alive? The closing date has passed unless both parties mutually agreed to extend that date.
I would appreciate an immediate response. If you feel this is privileged information, I'm requesting an immediate press release. This is an exciting time for PLKC. Let shareholders enjoy in that excitement by keeping them informed.
*************
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
On March 14, 2007, the Georgia Secretary of State declared our Articles of Amendment effective. The Articles of Amendment amended our Amended and Restated Articles of Incorporation to increase our authorized common stock from 1.5 billion shares to 5 billion shares. We were not notified of this acceptance until April 2, 2007.
EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
PLANETLINK COMMUNICATIONS, INC.
Pursuant to the provisions of the Georgia Business Corporation Code, PlanetLink Communications, Inc. (the “Corporation”), a Georgia corporation, hereby adopt the following Articles of Amendment:
1. The name of the corporation is PlanetLink Communications, Inc.
2. The Amended and Restated Articles of Incorporation filed on or about January 11, 2006 and the Articles of Amendment filed on or about August 22, 2006 are hereby further amended (the “Amendment”) as follows:
4. The total number of shares of stock which the Corporation is authorized to issue is five billion (5,000,000,000) of which one hundred and fifty million (150,000,000) shall be preferred stock.
A. Common Stock . The authorized voting common stock of the Corporation is four billion eight hundred fifty million (4,850,000,000) shares, par value $0.001 per share. Each share shall have one vote.
B. Preferred Stock. The authorized preferred stock of the Corporation is one hundred fifty million (150,000,000) shares. The Corporation, acting by its board of directors, without action by the stockholders, may, from time to time by resolution and by acting upon the filing of such [declaration] certificate of articles of amendment as may be required by the Georgia Business Corporation Code as then in effect, authorize the issuance of shares of preferred stock in one or more series, determine the [par value], preferences, voting rights, limitations, and relative rights of the class or of any series within the class, and designate the number of shares within that series. The Board of Directors may exercise the authority to grant to it by this provision to the fullest extent permitted by the Georgia Business Corporation Code.
3. The amendment herein provided for was duly recommended by the Board of Directors of the Corporation to the shareholders of the Corporation on December 4, 2006.
4. The amendment herein provided for was duly approved by the shareholders of the Corporation on March 5, 2007 in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, PlanetLink Communications, Inc. has caused these Articles of Amendment to be executed by its duly authorized officer on this 9 th day of March, 2007.
PLANETLINK COMMUNICATIONS, INC.
/s/ M. Dewey Bain
Name: M. Dewey Bain
Title: President and Chief Executive Officer
EXHIBIT 10.1
BINDING LETTER OF INTENT
March 29, 2007
ATTN:
Mr. Robert Lott
Manager
Pluginz, LLC
RE: Pluginz, Inc. and Plugin Stores, Inc. Merger Offer
Deal Summary
·
To close this deal Planet Link will have to effect a 1 for 150 reverse stock split. The post split Company with approximately 6.7 million issued and outstanding.
