Plastic2Oil Inc (PTOI)

[scion]

While the acquisition of the media credits was connected to the acquisition of Javaco, it was the subject of a separate agreement which specified the purchase price of 1,000,000 shares of the Company’s common stock. Accordingly, once management determined the value of the media credits was overestimated, the value of the shares given in exchange was charged to operations.
[...]

On August 24, 2009, the Company purchased 100% of the issued and outstanding shares of Javaco, Inc. in exchange for $150,000 in cash and 2,500,000 shares of the Company’s common stock, valued at $2,500,000.

In connection with the agreement, the company also received media credits in print and radio in exchange for the issuance of an additional 1,000,000 shares of the Company’s common stock, valued at $1,000,000.

10-K/A
http://www.sec.gov/Archives/edgar/data/1381105/000121390010002805/f10ka2009_jbi.htm

NOTE 8 – BUSINESS COMBINATIONS

On August 24, 2009, the Company purchased 100% of the issued and outstanding shares of Javaco, Inc. in exchange for $150,000 in cash and 2,500,000 shares of the Company’s common stock, valued at $2,500,000.

In connection with the agreement, the company also received media credits in print and radio in exchange for the issuance of an additional 1,000,000 shares of the Company’s common stock, valued at $1,000,000.

As the service provider began to perform under the contract, it became apparent that the Company had overestimated the future benefit that these credits would provide.

The value of the 3,500,000 common shares issued was determined based on the market price of the Company’s common shares on the date of exchange. Javaco’s results of operations have been included in the consolidated financial statements since the date of acquisition.

http://www.sec.gov/Archives/edgar/data/1381105/000121390010002805/f10ka2009_jbi.htm


No mention of $150,000 in cash in the 8-K

Item 3.02 Unregistered Sales of Equity Securities

As more fully described in Item 1.01 above, 310 Holdings, Inc. (the “Company”) issued an aggregate of 3,500,000 million common shares to Domark in exchange for 100 % of the issued and outstanding common shares of Javaco, Inc. and the assignment of $9,997,134 of media credits in print and radio.

The issuance of the common shares by the Company was exempt from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

8-K 1 f8k082409_310.htm CURRENT REPORT
http://www.sec.gov/Archives/edgar/data/1381105/000121390009002359/f8k082409_310.htm