Plastic2Oil Inc (PTOI)

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Item 2 from the 10Q

Unregistered Sales of Equity Securities and Use of Proceeds

http://www.sec.gov/Archives/edgar/data/1381105/000121390011002890/f10q0311_jbi.htm

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

On March 25, 2011, the Company closed an asset purchase agreement to purchase certain assets from an independent party. Under the terms of the aforementioned agreement, the Company will issue 44,964 shares of common stock, par value $0.001 per share, valued at $26,979 as part of the consideration. The shares of common stock to be issued were recorded as common stock subscribed as of March 31, 2011.

Such securities were not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by Section 4(2) of the Securities Act.

During the period, the Company consummated a confidential private placement with certain accredited investors for the issuance and sale of 942,410 shares of the common stock. The offering was at $0.70 per share totaled $659,672. As a result of the private placement, the Company received cash of $504,672 and offset the $35,000 short-term loan (note 8(a)). The proceeds of this offering was used for working capital. The Company had stock subscriptions receivable of $120,000 as of March 31, 2011.

The issuance and sale of common stock was an unregistered sale of securities conducted pursuant to Rule 506 of Regulation D or Regulation S promulgated thereunder. Such securities were not registered under the Securities Act of 1933.

In December 2010, the Company consummated a confidential private placement for the issuance and sale of 2,430,000 shares of common stock at a price of $0.50 per share. The Company received gross proceeds in the amount of $1,189,000, net of share issue costs of $26,000. The proceeds of this offering was used for working capital. The 2,430,000 shares of common stock were issued on January 19, 2011.

The issuance and sale of common stock was an unregistered sale of securities conducted pursuant to Rule 506 of Regulation D or Regulation S promulgated thereunder. Such securities were not registered under the Securities Act of 1933.

On January 19, 2011, the Company issued 223,334 shares of common stock as compensation to various parties. The shares were valued at $145,167 and were charged to operations in prior year.

Such securities were not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by Section 4(2) of the Securities Act.

On January 28, 2011, the Company issued 100,000 shares of common stock to a former employee at an expense of $82,000. The shares issued have been valued at the closing share price on the respective issue dates and were reported as operating expenses in the statement of operations.

Such securities were not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by Section 4(2) of the Securities Act.

On March 1, 2011, the Company issued 375,000 shares of common stock to two individuals at an expense of $300,000 as a compensation for services provided. The shares issued have been valued at the closing share price on the respective issue dates and were reported as operating expenses in the statement of operations except $40,000 which is recorded as prepaid expenses.

Such securities were not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by Section 4(2) of the Securities Act.

On March 12, 2011, the Company issued 240,924 shares of common stock to various parties at an expense of $192,739 as a compensation for services provided. The shares issued have been valued at the closing share price on the respective issue dates and were reported as operating expenses in the statement of operations.

Such securities were not registered under the Securities Act. The issuance of these securities was exempt from registration under the safe harbor provided by Section 4(2) of the Securities Act.