Plastic2Oil Inc (PTOI)

[loanranger]

Thanks for the helpful copy and paste jobs.

From the PTOI 8K FILED
"On December 21, 2017, Plastic2Oil, Inc. (the “Company”) executed a Master Agreement"
"Under the Master Agreement, the Customer agreed to submit purchase orders for six processors during the first three years of the Master Agreement, two of which shall be ordered within the first one hundred twenty days of executing the Master Agreement."

from the 5.1.17 PR ..
"The initial purchase order will be for the two units currently in our inventory. Final assembly and testing of the units prior to shipping will require approximately six months from signing of the purchase order."

So for timeline purposes two processors will be ordered 120 days from December 21st and will require another 6 months for assembly (of existing inventory) and testing prior to shipment, putting delivery at October of 2018.

But one element was missing from this deal that was already known at this stage of the ultimately FAILED EcoNav deal. Yesterday's filing made ZERO mention of any contingencies related to testing....."two of which shall be ordered".

The EcoNav deal outlined a pilot test period on the first day of the deal's announcement that allowed EcoNav to back out if they didn't like the results or terminates the deal if "EcoNavigation does not obtain adequate funding for the Pilot Program, or the Initial Processor Order and/or lacks adequate working capital". This was made clear on Day One:
"Assuming the satisfaction of the contingencies described below, EcoNavigation will purchase a minimum of six processors within three years from the execution of this Contract."

If CEO Heddle thinks he can announce this current deal with language like "two of which shall be ordered" while there are actually contingencies in place such as those in the EcoNav deal that he is leaving unstated or doesn't intend to reveal until the 10-K filing three months from now he is accepting the risk of running afoul of Rule 10b-5.

§ 240.10b-5 Employment of manipulative and deceptive devices.
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

(a) To employ any device, scheme, or artifice to defraud,

(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,
in connection with the purchase or sale of any security.

The following statement isn't likely to protect him from making this assertion....
"Under the Master Agreement, the Customer agreed to submit purchase orders for six processors during the first three years of the Master Agreement, two of which shall be ordered within the first one hundred twenty days of executing the Master Agreement."
...if there are any contingencies that he has decided not to mention that, should they come to pass, would make the assertion false.
"The foregoing description of the Master Agreement is only a summary and is qualified in its entirety by the complete text of the Master Agreement" is not a Get Out of Jail Free disclaimer.