SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-QSB  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended March 31, 2006
  OR
  oTRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE
 EXCHANGE ACT OF 1934
   COMMISSION FILE NUMBER: 000-10299
  PLASTICON INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter)  WICKLUND HOLDING COMPANY (Former name of small business issuer)  Wyoming
        20-4263326
 (State or other jurisdiction of
        (IRS Employer identification No.)
 incorporation or organization)  3288 Eagle View Lane, #290, Lexington, Kentucky  40509 (Address of principal executive offices)
  (859) 245-5252 (Issuer's telephone number)  Securities registered under Section 12(b) of the Exchange Act: None.  Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Small Business Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesoNox  Indicate by check mark whether the small business issuer is a shell Company (as defined in Rule 12b-2 of the Exchange Act).  YesoNox  As of March 31, 2006, there were 4,997,740,100 common shares outstanding.    TABLE OF CONTENTS



Page



Financial Information




Item 1
        Financial Statements




Consolidated Balance Sheets as of
        F-1



March 31, 2006 and December 31, 2005




Consolidated Statements of Operations for the three
        F-3



months ended March 31, 2006 and 2005




Consolidated Statement of Stockholders Equity for the
        F-4



three months ended March 31, 2006




Consolidated Statements of Cash Flows for the
        F-5



three months ended March 31, 2006 and 2005




Notes to Consolidated Financial Statements
        F-7




Item 2
        Management's Discussion and Analysis of Financial
        3



Condition and Results of Operations




Item 3
        Controls and Procedures
        6



PART II - Other Information




Item 1
        Legal Proceedings
        7




Item 1A
        Risk Factors




Item 2
        Changes in Securities
        7




Item 3
        Defaults upon Senior Securities
        7




Item 4
        Submission of Matters to a Vote of Security Holders
        7




Item 5
        Other Information
        7




Item 6
        Exhibits.




Signatures
        8



-2-



PLASTICON INTERNATIONAL, INC.



CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIODS ENDED

MARCH 31, 2006 AND 2005



(Unaudited)



TABLE OF CONTENTS





Consolidated Financial Statements:




Consolidated Balance Sheets
        1






Consolidated Statements of Operations
        3






Consolidated Statement of Stockholders Equity (Deficit)
        4






Consolidated Statements of Cash Flows
        5






Notes to Consolidated Financial Statements
        7







PLASTICON INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)




ASSETS




March 31,
2006
        
        December 31, 2005Current assets:Cash
        $
        280,689
        
        $
        150Accounts receivable
        
        1,001,022
        
        
        300,281Raw materials inventories
        
        375,965
        
        
        295,387Finished goods inventories
        
        345,048
        
        
        279,420Due from related parties
        
        250,436
        
        
        170,809Other current assets
        
        85,779
        
        
        451,024Total current assets
        
        2,338,939
        
        
        1,497,071Fixed assets, net
        
        2,492,128
        
        
        1,706,543Other assets:Goodwill
        
        3,698,043
        
        
        3,089,624Total other assets
        
        3,698,043
        
        
        3,089,624Total assets
        $
        8,529,110
        
        $
        6,293,238








The accompanying notes are an integral part of these consolidated financial statements
        1



PLASTICON INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)




LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)




March 31,
2006
        
        December 31, 2005Current liabilities:Bank overdraft
        $
        -
        
        $
        313,264Accounts payable
        
        1,112,265
        
        
        528,673Accrued payroll due to related parties
        
        -
        
        
        4,165,148Accrued interest due to related parties
        
        -
        
        
        2,105,671Accrued Pro Mold purchase price
        
        -
        
        
        1,283,942Notes payable  current portion
        
        316,569
        
        
        983,108Notes payable  related party
        
        -
        
        
        1,724,841Line of credit
        
        391,413
        
        
        342,413Due to related parties
        
        -
        
        
        501,643Other current liabilities
        
        745,801
        
        
        409,185Total current liabilities
        
        2,566,048
        
        
        12,357,888Notes payable, net of current portion
        
        1,536,522
        
        
        775,526Note payable  related party, net of current portion
        
        3,061,242
        
        
        -Total liabilities
        
        7,163,812
        
        
        13,133,414Stockholders equity (deficit):Common stock; $0.001 par value; 5,000,000 shares authorized, 4,997,740,100 and 3,727,740,100 shares issued and outstanding as of March 31, 2006 and December 31, 2005, respectively
        
        4,997,740
        
        
        3,727,740Common stock subscribed  not issued
        
        7,354,299
        
        
        4,160,539Preferred stock subscribed  not issued
        
        360,000
        
        
        360,000Additional paid-in capital
        
        117,719,932
        
        
        103,446,627Accumulated deficit
        
        (129,066,673)
        
        
        (118,535,082)Total stockholders equity (deficit)
        
        1,365,298
        
        
        (6,840,176)Total liabilities and stockholders equity (deficit)
        $
        8,529,110
        
        $
        6,293,238






The accompanying notes are an integral part of these consolidated financial statements
        2



PLASTICON INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(Unaudited)







March 31, 2006
        
        March 31, 2005Revenue
        $
        1,927,592
        
        $
        82,370Cost of goods sold
        
        1,482,896
        
        
        2,510Gross profit
        
        444,696
        
        
        79,860Operating expenses:Selling, general and administrative
        
        2,146,110
        
        
        570,933Compensation expense (stock issuances)
        
        8,679,000
        
        
        1,923,000Total operating expenses
        
        10,825,110
        
        
        2,493,933Loss from operations
        
        (10,380,414)
        
        
        (2,414,073)Other income (expense):Interest expense
        
        (53,275)
        
        
        (18,275)Other expense
        
        (97,902)
        
        
        (75,204)Total other expense
        
        (151,177)
        
        
        (93,479)Net loss
        $
        (10,531,591)
        
        $
        (2,507,552)Basic and diluted loss per common share
        $
        (.002)
        
        $
        (.002)Basic and diluted weighted average common shares outstanding
        
        4,473,962,322
        
        
        1,636,096,621








The accompanying notes are an integral part of these consolidated financial statements
        3



PLASTICON INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2006

(Unaudited)







Common
        
        PreferredCommon Stock
        
        Stock
        
        Stock
        
        Additional
        
        
        
        
        TotalSubscribed
        
        Subscribed
        
        Paid-In
        
        Accumulated
        
        StockholdersShares
        
        Amount
        
        Not Issued
        
        Not Issued
        
        Capital
        
        Deficit
        
        EquityBalance, December 31, 2005
        3,727,740,100
        
        $
        3,727,740
        
        $
        4,160,539
        
        $
        360,000
        
        $
        103,446,627
        
        $
        (118,535,082)
        
        $
        (6,840,176)SEMCO acquisition
        -
        
        
        -
        
        
        100,000
        
        
        -
        
        
        -
        
        
        -
        
        
        100,000Related party forgiveness of debt
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        6,864,305
        
        
        -
        
        
        6,864,305Conversion of related party debt to subscribed common stock
        -
        
        
        -
        
        
        3,093,760
        
        
        -
        
        
        -
        
        
        -
        
        
        3,093,760Stock issuances for compensation
        1,270,000,000
        
        
        1,270,000
        
        
        -
        
        
        -
        
        
        7,409,000
        
        
        -
        
        
        8,679,000Net loss
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        (10,531,591)
        
        
        (10,531,591)Balance, March 31, 2006
        4,997,740,100
        
        $
        4,997,740
        
        $
        7,354,299
        
        $
        360,000
        
        $
        117,719,932
        
        $
        (129,066,673)
        
        $
        1,365,298






The accompanying notes are an integral part of these consolidated financial statements
        4



PLASTICON INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(Unaudited)







March 31,
2006
        
        March 31,
2005Cash flows from operating activities:Net loss
        $
        (10,531,591)
        
        $
        (2,507,552)Adjustments to reconcile net loss to net cash provided by operating activities:Forgiveness of debt
        
        6,864,305
        
        
        75,204Depreciation
        
        23,988
        
        
        13,264Issuance of common stock for compensation
        
        8,679,000
        
        
        1,944,297Changes in operating assets and liabilities:Increase in deposits
        
        -
        
        
        (42,690)Increase in accounts receivable
        
        (700,741)
        
        
        -Increase in inventory
        
        (146,207)
        
        
        -Decrease in prepaid assets
        
        276,222
        
        
        -(Increase) decrease in due from related party
        
        (79,627)
        
        
        414,633Increase in other assets
        
        89,022
        
        
        -Decrease in bank overdraft
        
        (313,264)
        
        
        -Increase in accounts payable
        
        583,592
        
        
        127,591Increase in accrued expenses
        
        827,896
        
        
        -Increase in due to related party
        
        862,000
        
        
        -Net cash provided by operating activities
        
        6,434,595
        
        
        24,748Cash flows from investing activities:Increase in acquisition of assets
        
        (809,573)
        
        
        -Net cash used in investing activities
        
        (809,573)
        
        
        -Cash flows from financing activities:Purchase of goodwill
        
        (608,419)
        
        
        -Change in notes payable
        
        1,243,784
        
        
        -Decrease in notes payable
        
        -
        
        
        (183,636)(Decrease) increase in notes and advances from related parties
        
        (5,979,848)
        
        
        158,888Net cash used in financing activities
        
        (5,344,483)
        
        
        (24,748)






The accompanying notes are an integral part of these consolidated financial statements
        5



PLASTICON INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(Unaudited)






March 31,
2006
        
        March 31,
2005Net change in cash
        
        280,539
        
        
        -Cash, beginning of period
        
        150
        
        
        -Cash, end of period
        $
        280,689
        
        $
        -Supplemental disclosure of cash flow information:Conversion of notes payable from related party
        $
        3,093,760
        
        $
        3,010,410Conversion of trade payable from related party
        $
        -
        
        $
        66,482Shares issued for acquisition
        $
        100,000
        
        $
        500,000Stock subscription related option and acquisition
        $
        -
        
        $
        2,209,074Stock issued for compensation
        $
        8,679,000
        
        $
        1,944,297






The accompanying notes are an integral part of these consolidated financial statements
        6



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)





1.
        GENERAL




The condensed financial statements do not include footnotes and certain financial information normally presented annually under accounting principles generally accepted in the United States and, therefore, should be read in conjunction with the 2005 Annual Report of Plasticon International, Inc. (the Company or Plasticon).  Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end.  The results of operations for the interim period ended March 31, 2006 are not necessarily indicative of results that can be expected for the fiscal year ending December 31, 2006.



The condensed financial statements included herein are unaudited; however, they contain all adjustments (consisting of normal recurring accruals), which, in the opinion of the Company, are necessary to present fairly its financial position at March 31, 2006 and December 31, 2005, and its results of operations and cash flows for the three months ended March 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States.



In December 2005, the Company acquired all the stock of Pro Mold, Inc. (Pro Mold), an injection molding facility in the Midwest.  In January 2006, the Company acquired all the stock of SEMCO Manufacturing (SEMCO), a Nevada business that manufactures and sells concrete coating products and all the stock of a related entity, Ultimate Surface, LLC.  See Note 2 for description of acquisitions.




2.
        ACQUISITIONS



Pro Mold Acquisition



The December 2005 acquisition of Pro Mold was accounted for as a purchase business combination under the provisions of the FASBs SFAS No. 141,Business Combinations.  The aggregate purchase price of $3,866,852 (including $366,852 of professional fees) was allocated to the assets acquired and liabilities assumed based on the respective fair values.  The Company, with the help of an independent appraiser, has assessed the fair value of the property and equipment.  The Pro Mold accounts receivable, inventory, accounts payable and accrued expenses and other assets and long-term liabilities were estimates of management.  Management is still in the process of finalizing the allocation of the purchase price, including the consideration of other intangible values.  The Company has included Pro Mold in its operating results since
January 1, 2006.  As of March 31, 2006, the Company owed approximately $995,000 of the purchase price.




7



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)



2.ACQUISITIONS(Continued)



The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition:




December 31, 2005Cash
        
        $
        149Accounts receivable
        
        
        405,525Inventory
        
        
        574,807Other current assets
        
        
        89,023Property and equipment
        
        
        1,240,558Goodwill
        
        
        3,089,624Bank overdraft
        
        
        (313,264)Accounts payable
        
        
        (330,914)Debt
        
        
        (726,048)Other liabilities
        
        
        (162,608)Net assets acquired
        
        $
        3,866,852Funded by:Related party funding in 2005 and 2006 (see Note 4)
        
        $
        2,866,852Long-term debt
        
        
        875,000Common stock committed
        
        
        125,000Total
        
        $
        3,866,852



SEMCO Acquisition



In January 2006, the Company acquired all the stock of SEMCO, a Nevada business that manufactures and sells concrete coating products, along with the stock of a related entity, Ultimate Surface, LLC.  The purchase terms are $650,000 in cash, $2,000,000 in performance payments (50% of net profits as defined) plus Plasticon restricted common stock worth $100,000.  Additionally, the Company will pay a royalty payment (4% of net profits as defined) for 20 years beginning after the $2,000,000 of performance payments are made.  As the performance and royalty payments are made, the Company will increase goodwill to reflect additional purchase price.  The agreement includes a five year employment agreement with a base salary and other benefits specified.  As of March 31, 2006, the Company had recorded a long-term liability of $38,436 based on the terms and conditions agreed to.




8



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)



2.ACQUISITIONS(Continued)



The January 2006 acquisition of SEMCO was accounted for as a purchase business combination under the provisions of the FASBs SFAS No. 141,Business Combinations.  The aggregate purchase price of $750,000 was allocated to the assets acquired and liabilities assumed based on the respective fair values.  The values below are fair value estimates made by management.  Management is still in the process of finalizing the allocation of the purchase price.  The Company has included SEMCO in its operating results since January 1, 2006.



The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition:




January 1, 2006Inventory
        
        $
        66,110Property and equipment
        
        
        163,039Goodwill
        
        
        608,419Loan payable
        
        
        (26,461)Net assets acquired
        
        $
        811,107Funded by:Related party funding (see Note 4)
        
        $
        711,107Common stock committed
        
        
        100,000Total
        
        $
        811,107



The unaudited pro forma information shown below assumes that the Pro Mold and SEMCO acquisitions occurred as of January 1, 2005.  This pro forma financial statement information is presented for informational purposes only and is not necessarily indicative of the results of future operations that would have achieved had the assets been acquired and liabilities been assumed at the beginning of 2005.




9



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)



2.ACQUISITIONS(Continued)




March 31,
2006 Amount
        
        March 31,
2005 AmountRevenues
        $
        1,927,592
        
        $
        1,519,973Net loss
        
        (4,552,072)
        
        
        (2,410,644)Basic and diluted loss per share
        $
        -
        
        $
        -




3.
        LINE OF CREDIT



On April 30, 2005, the Company entered into an agreement for a revolving line of credit worth $400,000, with an interest rate of 7% with Union Planters Bank to be used primarily for working capital.  As of March 31, 2006, the balance due was $391,413.




4.
        NOTES PAYABLE



Notes payable consists of the following as of March 31, 2006 and December 31, 2005:




March 31,
2006
        
        December 31, 2005Note payable to First National Bank of Barnesville, Barnesville, Georgia
        $
        495,000
        
        $
        500,000Note payable to John P. Murphy (seller of Pro Mold, see Note 2), payable over a five year period in equal installments of $175,000 and shall bear interest at the rate of 5% per annum
        
        875,000
        
        
        700,000Notes payable to John P. Murphy (seller of Pro Mold) (see Note 2)
        
        120,000
        
        
        -Notes payable with Union Planters
        
        300,715
        
        
        -Notes payable with Sam Sems (seller of SEMCO) (see Note 2)
        
        38,436
        
        
        -






10




PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)




4.
        NOTES PAYABLE(Continued)




March 31,
2006
        
        December 31, 2005Other notes payable
        
        23,940
        
        
        -Notes payable  related party
        
        3,061,242
        
        
        558,634Total notes payable
        
        4,914,333
        
        
        1,758,634Less: current portion
        
        (316,569)
        
        
        (983,108)Long-term portion of notes payable
        $
        4,597,764
        
        $
        775,526



Future obligations of debt are as follows:




For the Period Ended March 31,
        
        
        
        Amount2007
        
        
        
        
        $
        316,5692008
        
        
        
        
        
        175,0002009
        
        
        
        
        
        175,0002010
        
        
        
        
        
        4,072,7642011
        
        
        
        
        
        175,000Total
        
        
        
        
        $
        4,914,333



During 2000, the Company entered into a banking arrangement with the Bank of Barnesville.  On September 10, 2004, the Company provided 8,000,000 shares of its common stock to the Bank of Barnesville for use as a partial payment of the Companys debt to the Bank of Barnesville.  For the periods ended March 31, 2006 and December 31, 2005, the Company owed a balance of $495,000 and $500,000, respectively, to the Bank of Barnesville.  James N. Turek, Sr., the Companys president, transferred 7,000,000 shares of his personally held Plasticon International, Inc. stock to the Bank of Barnesville in order to reduce the debt to $500,000 in 2005.  The Company has agreed to pay $5,000 per month on this note with a revised due date of June 2013.



During early 2006, the Company obtained several term notes from Union Planters Bank.  The notes bear interest at rates between 5% and 8%.  The Company has reflected a total debt on the balance sheet of $300,715, of which $256,281 is reflected as short-term and due by March 31, 2007.




11



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)



5.RELATED PARTY TRANSACTIONS



The Company had the following related party notes payable:




March 31,
2006
        
        December 31, 2005Note payable  LexReal, LLC, annual interest rate of 10% due on December 31, 2010
        $
        1,786,841
        
        $
        -Note payable  James Turek II due on December 31, 2010
        
        130,000
        
        
        130,000Note payable  James Bonn due on December 31, 2010
        
        170,000
        
        
        170,000Note payable  Promotional Container, Inc. (PCI) December 31, 2010
        
        500,000
        
        
        500,000Note payable  Jim Turek, Sr., due on December 31, 2010
        
        474,401
        
        
        924,841Long-term portion of notes payable
        $
        3,061,242
        
        $
        1,724,841



During the course of normal business for the period ended March 31, 2006, LexReal, LLC (LexReal), a Kentucky limited liability company, paid for goods and services for the benefit of the Company in the amount of $2,057,340.  LexReal is owned by the Companys president and majority stockholder.  During the period ended March 31, 2006, $801,825 of debt was forgiven by LexReal.  The Company removed the obligation and increased paid-in capital to reflect this transaction.  Additionally, the Company negotiated the remaining balance of $1,786,841 with LexReal as a note payable, bearing no interest, with a due date of December 31, 2010.




During the years ended 2001 and 2002, James Turek II, the Companys operating officer and the son of the Companys president, advanced funds to the Company in the amount of $130,000.  The promissory notes provided by the Company to the operating officer included an interest rate of 10% per annum.  Additionally, the holder of the promissory note has the right to convert the notes into the Companys common stock at the Companys stated par value as well as to receive for every three shares converted from this note, a fourth to be issued by the Company for consideration of the note.  During the period ended March 31, 2006, the Company successfully negotiated the extension of the




12



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)




5.
        RELATED PARTY TRANSACTIONS(Continued)





note with a due date of December 31, 2010.  As of March 31, 2006 and December 31, 2005, the balance owed to the Companys operation executive was $130,000, respectively.  As of March 31, 2006 and December 31, 2005, the Company owes James N. Turek, II $62,250 and $59,000, respectively for accrued interest on past notes.



During the years ended 2001 through 2003, James Bonn, the Companys secretary, advanced funds to the Company in the amount of $120,000.  During the year ended 2004, the Companys secretary advanced additional funds to the Company in the amount of $50,000.  The promissory notes provided by the Company to the secretary included an interest rate of 10% per annum.  Additionally, the holder of the promissory notes has the right to convert the notes into the Companys common stock at the Companys stated par value as well as to receive for every three shares converted from the note, a fourth to be issued by the Company for consideration of the note.  During the period ended March 31, 2006, the Company successfully negotiated the extension of the note with a due date of December 31, 2010.  As of both March 31, 2006 and December 31, 2005, the balance owed to the Companys
secretary was $170,000.  As of March 31, 2006 and December 31, 2005, the Company owes James Bonn, $63,250 and $59,000, respectively, for accrued interest on past notes.



During the normal course of business, PCI paid for goods and services for the benefit of the Company.  During the first quarter 2006, $82,630 of debt was forgiven by PCI.  The Company removed the obligation and increased paid-in capital to reflect this transaction.  As of March 31, 2006 and December 31, 2005, the balances owed to PCI (exclusive of the $500,000 note payable which the Company had reflected as of December 31, 2005) were $0 and $167,832, respectively.  As of March 31, 2006, the Company has a due from PCI of $205,109 stemming from sales from the contract acquired in January 2005.



In January 2005, the Company obtained certain assets (molds, sales contract, customer base, and patents) from a related party, Promotional Container, Inc. (PCI) PCI is owned by James N. Turek, Sr., the Companys president and majority stockholder.  Consideration to PCI consisted of a promise to exchange 100,000,000 shares of preferred stock (recorded as $360,000 of preferred stock subscribed in the accompanying balance sheet) in the Company by May 2007 and a promise to pay $500,000 (non-interest bearing) by May 2006.  Due to common control, paid-in capital was reduced by $860,000 to record the transaction.  As of March 31, 2006 and December 31, 2005, the Company owed a balance of $500,000 to Promotional Containers, Inc. as a result of the acquisition.  During the period ended March 31, 2006, the Company successfully negotiated the extension of the note with a due date of December 31, 2010.




13



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)




5.
        RELATED PARTY TRANSACTIONS(Continued)






On January 3, 2006, Jim Turek, Sr., the Companys president and majority stockholder, forgave approximately $5,980,000 of obligations consisting of notes payable, accrued interest, and accrued salaries and bonuses.  The Company removed the obligations and increased paid-in capital to reflect the transaction.



On January 3, 2006, James N. Turek, Jr., the son of the Companys president, forgave certain liabilities, which included compensation and interest owed to him, of approximately $344,000.  On January 3, 2006, James Bonn, the Companys secretary, forgave certain liabilities which included interest owed to him, amounting to $344,034.  The agreements to forgive such liabilities were subsequently revoked and the Company has reinstated the amounts due.  Additionally, the Company successfully negotiated an extension of the notes with the parties with a due date of December 31, 2010.




6.
        SHARES SUBSCRIBED, NOT ISSUED



The following is a summary of the subscribed common share activity for the period ended March 31, 2006:




Common Stock Subscribed,
Not Issued (Shares)Other
        
        TotalBalance at December 31, 2005
        $
        4,160,539
        
        $
        4,160,539Shares subscribed
        
        3,193,760
        
        
        3,193,760Balance at March 31, 2006
        $
        7,354,299
        
        $
        7,354,299



The subscribed common shares issued during the period ended March 31, 2006 includes $100,000 of subscriptions related to the acquisition of SEMCO.  The remaining subscriptions totaling $3,093,760 are due to the conversion of related party debt from LexReal to subscribed common stock.



The following is a summary of the subscribed preferred share activity for the period ended March 31, 2006:






14



PLASTICON INTERNATIONAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006 AND DECEMBER 31, 2005

(Unaudited)





6.
        SHARES SUBSCRIBED, NOT ISSUED(Continued)




Preferred Stock Subscribed,
Not Issued (Shares)Other
        
        TotalBalance at December 31, 2005
        $
        360,000
        
        $
        360,000Shares subscribed
        
        -
        
        
        -Balance at March 31, 2006
        $
        360,000
        
        $
        360,000




7.
        PREFERRED STOCK



As of March 31, 2006, the Company has commitments to provide preferred stock to PCI and LexReal.  The Class B preferred stock ($1 par value) committed to LexReal is convertible up to 7,300,000,000 shares of common stock.




8.
        COMMON STOCK



During the period ended March 31, 2006, the Company issued 1,270,000,000 shares of common stock to the majority stockholder.  The shares issued represent compensation of $8,679,000 based on the fair value of the stock upon the date of issuance.




9.
        SUBSEQUENT EVENTS



On April 4, 2006, the Company increased authorized shares of common stock to 13,500,000,000 shares.  Also on that date, the authorized shares of preferred stock increased to 6,000,000,000 shares.



In August 2006, the Company entered into an agreement with a vendor to convert $400,361 of payables due to subscribed common stock.  The Company will account for this forgiveness in the third quarter 2006.



On September 1, 2006, the Company, through its subsidiary, Pro Mold, entered into a $600,000 loan agreement.  The note is secured by certain assets of Pro Mold.  The interest rate is 9.76% and is due on September 6, 2011.








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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION



The discussion contained in this Form 10-QSB under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") contains forward-looking statements that involve risks and uncertainties.  The issuer's actual results could differ significantly from those discussed herein.  These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Description of Business," including the "Risk Factors" described in that section, and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-QSB. We base our forward-looking statements on information currently available to us, and we
assume no obligation to update them. As used in this Form 10-QSB, unless the context requires otherwise, we or us or the Company means Plasticon International, Inc., and its subsidiaries.



Plasticon International, Inc. (Plasticon, we, us, our or, the Company), was incorporated in Delaware in 1981 and re-domiciled in Wyoming on January 22, 2004.  We are engaged in the business of designing, producing, and distributing high-quality concrete accessories (rebar supports), informational and directional signage, and plastic lumber, which are all produced from recycled and recyclable plastics.



Plasticon has been in the oil and recycled plastics business since 1981. The Company's line of plastic concrete accessories has been approved or accepted in all 50 states and several foreign countries including Poland, Israel, Canada, Mexico, and Egypt. In addition, its transportation signage has received DOT approval or acceptance in all 50 states. Specifically, the Company offers for resale:


1.
        Rebar supports



2.
        Plastic lumber



3.
        Information and Directional signage (i.e.; highway and state signs, etc.)



4.
        Impermeable concrete-like products made from recycled glass.


A unique feature of all Plasticon products is that they are of the highest quality, yet do not require virgin raw material. Using recycled materials significantly reduces the cost of manufacturing thus; Plasticon is considered a "green Company." Plasticon's use of environmental waste as raw material in the production of new and innovative products will continue to reduce waste since the new products are themselves, recyclable.

Plasticon's primary products are concrete accessories. Over the course of 10 years in business, the Company has focused on the development of necessary molds and has obtained approval from each of the fifty states, all U.S. territories, and the Federal DOT for use of these concrete products.





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RESULTS OF OPERATIONS



Revenue for the three months ended March 31, 2006 was $1,927,592, as opposed to $82,370 revenue the three months ended March 31, 2005. The increase in revenue can be attributed to the acquisition and operations of Semco Distribution, Inc., Ultimate Surfaces, LLC, and Pro Mold, Inc.



Cost of revenue for the three months ended March 31, 2006 was $1,482,896. The gross profit for the three months ended March 31, 2006 was $444,696 as opposed to $79,860 for the quarter ended March 31, 2005.



Selling, general and administrative expenses for the three months ended March 31, 2006, were $2,146,110 as opposed $570,933 for the same period ended March 31, 2005.  The increase in said expenses can be attributed to an increase in salaries and wages in addition to an increase in legal and accounting professional fees.  Loss of operations for the three months ended March 31, 2006 was $10,380,414 as opposed to $2,414,073.  The increase in loss of operations from March 31, 2005 to March 31, 2006 is attributed to compensation expense of $8,679,000, which was the result of common stock issuances.



Interest expense for the period ended March 31, 2006 was $53,275, an increase of $35,000, from the three-month period ended March 31, 2005.  The increase in interest expense is due to an increase in debt obligations.



Total liabilities and stockholders deficit for the quarter ended March 31, 2006 was $8,529,110 as opposed to $6,293,238 for the quarter ended March 31, 2005.



CAPITAL RESOURCES AND LIQUIDITY



For the three month period ended March 31, 2006, the Company sustained a net loss of $10,531,591, or $.002 per share (basic and diluted) on revenue of $1,927,592, as opposed to a loss of $2,507,552, or $.002 per share (basic and diluted) on revenue of $82,370 for the first quarter of March 31, 2005.The increase is based upon numerous related party transactions as set forth in the Companys financial statements and the fact that the Company had minimal operating revenues in the first quarter of 2005, yet still had administrative expenses.



RELATED PARTY TRANSACTIONS



During the course of normal business, LexReal, LLC (LexReal), a Kentucky limited liability company, paid for goods and services for the benefit of the Company in the amount of $2,057,340. LexReal is owned by the Company's president and majority stockholder, James N. Turek. During the period ended March 31, 2006, $801,825 of debt was forgiven by LexReal. The Company removed the obligation and increased paid-in capital to reflect this transaction. Additionally, the Company negotiated the remaining balance of $1,786,841 with LexReal as a note payable, bearing no interest, with a due date of December 31, 2010.





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During the years ended 2001 and 2002, James Turek II, the son of the Companys President and the Companys operating officer, advanced funds to the Company in the amount of $130,000. The promissory notes provided by the Company to the operating officer included an interest rate of 10% per annum. Additionally, the holder of the promissory note has the right to convert the notes into the Companys common stock at the Companys stated par value as well as to receive for every three shares converted from this note, a fourth to be issued by the Company for consideration of the note. During the period ended March 31, 2006, the Company successfully negotiated the extension of the note with a due date of December 31, 2010.



As of March 31, 2006 and December 31, 2005, the balance owed to the Companys operation executive was $130,000, respectively.



As of March 31, 2006 and December 31, 2005, the Company owes

James N. Turek, II, $62,250 and $59,000, respectively for accrued interest on past notes.



During the years ended 2001 through 2003, James Bonn, the Companys secretary, advanced funds to the Company in the amount of $120,000. During the year ended 2004, the Companys secretary advanced additional funds to the Company in the amount of $50,000. The promissory notes provided by the Company to the secretary included an interest rate of 10% per annum. Additionally, the holder of the promissory notes has the right to convert the notes into the Companys common stock at the Companys stated par value as well as to receive for every three shares converted from the note, a fourth to be issued by the Company for consideration of the note. During the period ended March 31, 2006, the Company successfully negotiated the extension of the note with a due date of December 31, 2010.



As of both March 31, 2006 and December 31, 2005, the balance owed to the Companys secretary was $170,000.



As of March 31, 2006 and December 31, 2005, the Company owes James Bonn, $63,250 and $59,000, respectively, for accrued interest on past notes.



During the normal course of business, PCI paid for goods and services for the benefit of the Company. During the first quarter 2006, $82,630 of debt was forgiven by PCI. The Company removed the obligation and increased paid-in capital to reflect this transaction.



As of March 31, 2006 and December 31, 2005, the balances owed to PCI (exclusive of the $500,000 note payable which the Company had reflected as of December 31, 2005) were $0 and $167,832, respectively.



As of March 31, 2006, the Company has a due from PCI of $205,109 stemming from sales from the contract acquired in January 2005.



In January 2005, the Company obtained certain assets (molds, sales contract, customer base, and patents) from a related party, Promotional Container, Inc. (PCI) PCI is owned by James N. Turek, Sr., the Companys president and majority stockholder. Consideration to PCI consisted of a promise to exchange 100,000,000 shares of preferred stock (recorded as $360,000 of preferred stock subscribed in the accompanying balance sheet) in the Company by May 2007 and a promise to pay $500,000 (non-interest bearing) by May 2006. Due to common control, paid-in capital was reduced by $860,000 to record the transaction.

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As of March 31, 2006 and December 31, 2005, the Company owed a balance of $500,000 to Promotional Containers, Inc. as a result of the acquisition. During the period ended March 31, 2006, the Company successfully negotiated the extension of the note with a due date of December 31, 2010.



On January 3, 2006, James N. Turek, Sr., the Companys president and majority stockholder, forgave approximately $5,980,000 of obligations consisting of notes payable, accrued interest, and accrued salaries and bonuses. The Company removed the obligations and increased paid-in capital to reflect the transaction.



On January 3, 2006, James Turek, II, the son of the Companys president, forgave certain liabilities, which included compensation and interest owed to him, of approximately $344,000.  The agreement to forgive such liabilities was subsequently revoked and the Company has reinstated the amounts due.



On January 3, 2006, James Bonn, the Companys secretary, forgave certain liabilities which included interest owed to him, amounting to $344,034. The agreements from James Turek II and James Bonn to forgive such liabilities were subsequently revoked and the Company has reinstated the amounts due. Additionally, the Company successfully negotiated an extension of the notes with the parties with a due date of December 31, 2010.



OFF-BALANCE SHEET ARRANGEMENTS



The Company does not have any off-balance sheet arrangements that are likely to have a current or future effect on the Companys financial condition, revenues or expenses, results of operations or capital resources.



Controls and Procedures



Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in causing material information to be recorded, processed, summarized, and reported by our management on a timely basis and to ensure that the quality and timeliness of our public disclosures complies with SEC disclosure obligations. There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls after the date of our most recent evaluation.



Properties



We currently lease 3,775 square feet of office space at 3288 Eagle View Lane, #290, Lexington, Kentucky  40509. The terms of our lease are from January 1, 2006 up and through December 31, 2010, with a monthly lease payment of $5,662.50.





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PART II



ITEM 1. LEGAL PROCEEDINGS



During the three month period ended March 31, 2006, we were not a party to any legal proceedings, nor, to the best of our knowledge, are any such proceedings threatened or contemplated.



ITEM 2. CHANGES IN SECURITIES



During the quarter ended March 31, 2006, the Company subscribed 3,193,760 shares of common stock for a total of 7,354,299 subscribed shares at March 31, 2006. The shares had not been issued as of March 31, 2006. During the period ended March 31, 2006, the Company did not subscribe any shares of preferred stock for a total of 360,000 subscribed shares at March 31, 2006. The shares had not been issued as of March 31, 2006.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES




During the quarter ended March 31, 2006, there were no defaults upon senior securities.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



During the quarter ended March 31, 2006, there were no submissions of matters to a vote of security holders.



ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K



During the quarter ended March 31, 2006, there were no reports on form 8-K.



EVENTS SUBSEQUENT TO THE QUARTER ENDED MARCH 31, 2006:



On April 4, 2006, the Company increased authorized shares of common stock to 13,500,000,000 shares. Also on that date, the authorized shares of preferred stock increased to 6,000,000,000 shares.



In August 2006, the Company entered into an agreement with a vendor to convert $400,361 of payables due to subscribed common stock. The Company will account for this conversion in the third quarter 2006.

On September 1, 2006, the Company, through its subsidiary, Pro Mold, entered into a $600,000 loan agreement. The note is secured by certain assets of Pro Mold. The interest rate is 9.76% and is due on September 6, 2011.





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the Small Business Issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 24th day of January, 2007.



PLASTICON INTERNATIONAL, INC.




/s/ James N. Turek



----------------------


James N. Turek, President



























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