Plastic2Oil Inc (PTOI)

[scion]

Total unregistered shares issued = 3,105,888

1. On November 29, 2011, John Bordynuik returned 3,000,000 shares to treasury. The Company will use these shares to compensate employees and new executive hires, in addition to offsetting shares issued for financing, while maintaining existing shareholder value.

http://www.sec.gov/Archives/edgar/data/1381105/000121390011006519/xslF345X03/f4112911bordynuik_jbi.xml

Item 2. UNREGISTERED Sales of Equity Securities and Use of Proceeds

On July 19, 2011, the Company issued 313,460 shares of common stock to various parties at an expense of $912,169 as compensation for services provided. The shares issued have been valued at the closing share price on the respective issue date 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 July 28, 2011, the Company issued 1,228,857 shares of common stock to various parties as a finders’ fee related to the confidential private placements consummated in June 2011.

The offering and issuance of shares to the investors 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 August 17, 2011, the Company issued 60,000 shares of common stock to an individual at an expense of $138,000 as compensation for services provided. The shares issued have been valued at the closing share price on the respective issue date 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.

In August 2011, the Company consummated a confidential private placement for the issuance and sale of 1,428,571 shares of common stock at a price of $0.70 per share. The Company received gross proceeds in the amount of $1,000,000 and is obligated to issue 142,857 common shares as a finder’s fee related to this placement. The 142,857 common shares were issued August 23, 2011.

The offering and issuance of shares to the investors 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 August 25, 2011, the Company issued 75,000 shares of common stock to various parties at an expense of $141,750 as compensation for services provided. The shares issued have been valued at the closing share price on the respective issue date and were reported as operating expenses in the statement of operations.


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http://www.sec.gov/Archives/edgar/data/1381105/000121390011006335/f10q0911_jbi.htm