8-K 310 Holdings, Inc - Asset Purchase Agreement - assets of John Bordynuik, Inc. (“JBI”)
Item 1.01. Entry into a Material Definitive Agreement.
On June 25, 2009, 310 Holdings, Inc., (the “Company”) entered into an asset purchase agreement (the “Agreement”) to purchase and assume certain assets of John Bordynuik, Inc. (“JBI”), a Delaware corporation. This is an arms-length agreement between the Company and JBI by President and CEO John Bordynuik, who is the majority shareholder in both 310 Holdings and John Bordynuik Inc.
sec.gov
Exhibit 10.1 ASSET PURCHASE AGREEMENT
5.17. Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by facsimile addressed as follows:
If to Seller:
John Bordynuik, Inc.
Attn: John Bordynuik
4536 Portage Road
Niagara Falls, Ontario Canada L2E6A8
Tel: (905) 354-7222
Fax: ( ) -
With a copy to:
Anslow & Jaclin, LLP
Attn: Gregg E. Jaclin, Esq.
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Tel: (732) 409-1212
Fax: (732) 577-1188
If to Purchaser:
310 Holdings, Inc.
Attn: John Bordynuik
4536 Portage Road
Niagara Falls, Ontario Canada L2E 6A8
Tel: (289) 668-7222
Fax: ( ) ___-___
sec.gov
310 Holdings/Inc · 8-K/A · For 6/25/09 · EX-99.1
Gately & Associates, LLC
Exhibit 99.1
INDEPENDENT REGISTERED AUDITORS REPORT
To the Board of Directors
310 holdings, Inc.
The accompanying statement was prepared to present the schedule of property being purchased by 310 holdings, Inc. pursuant to a purchase agreement described in note 1, and is not intended to be a complete presentation of the assets and liabilities of 310 holdings, Inc.
In our opinion, the accompanying statement of property presents fairly, in all material respects, the property per the purchase agreement referred to in note 1, in conformity with Generally Accepted Accounting Principles.
This report is intended solely for the use of the Board of Directors and management of 310 holdings, Inc. and should not be used for any other purpose.
Gately & Associates, LLC
July 9, 2009
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Form S-1 - John Bordynuik, Inc. - REGISTRATION STATEMENT 2009-04-06
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GATELY & ASSOCIATES, LLC.
EX-23.1 3 fs123i_jbi.htm ACCOUNTANTS CONSENT
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We hereby consent to the use in this Registration Statement on Form S-1 of our report dated September 12, 2008, relating to the consolidated financial statements of John Bordynuik, Inc.
We also consent to the reference to our firm under the caption "Experts" in the Registration Statement.
/s/ Gately & Associates, LLC.
GATELY & ASSOCIATES, LLC.
Altamonte, Florida
April 6, 2009
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EX-5.1 2 fs1ex5i_jbi.htm LEGAL OPINION
sec.gov
Exhibit 5.1
ANSLOW & JACLIN, LLP
April 6, 2009
John Bordynuik, Inc.
4536 Portage Road
Niagara Fal1s, Ontario Canada L2E6A8
Gentlemen:
You have requested our opinion, as counsel for John Bordynuik, Inc. a Delaware corporation (the "Company"), in connection with the registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to an offering of 9,697,375 shares of the Company’s common stock.
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable.
No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
ANSLOW & JACLIN, LLP
By: /s/ Gregg E. Jaclin
ANSLOW & JACLIN, LLP
195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
Tel: (732) 409-1212 Fax: (732) 577-1188
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