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To: scion who wrote (155)	4/3/2010 3:52:58 PM
From: scion	Read Replies (1) \| Respond to of 53574

FORM 8-K 2009-08-14 -Item 4.01 Change in Registrant’s Certifying Accountant. On August 14, 2009, we dismissed Seale and Beers, CPAs (“Seale”) as our independent registered public accounting firm. We engaged a new independent registered public accounting firm, Gately & Associate, LLC (“Gately”) on August 14, 2009. Pursuant to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and under the Securities Exchange Act of 1934, as amended, we report as follows: [...] sec.gov We cannot confirm or deny that the appointment of Gately & Associates was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors. August 17, 2009 310 Holdings/Inc · 8-K · For 8/14/09 · EX-16.1 Exhibit 16.1 SEALE AND BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com August 17, 2009 Office Of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated August 14, 2009 of 310 Holdings, Inc. (the "Company") to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our dismissal. We cannot confirm or deny that the appointment of Gately & Associates was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors. Very truly yours, /s/ Seale and Beers, CPAs Seale and Beers, CPAs Las Vegas, Nevada 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 sec.gov

To: scion who wrote (155)	4/3/2010 4:07:56 PM
From: scion	Read Replies (1) \| Respond to of 53574

6/25/09 RW Registration Withdrawal Request John Bordynuik, Inc. sec.gov 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 Arms Length Law & Legal Definition An arm's length agreement is one which is freely entered into by parties who don't have a special relationship or control over one another. An arm's length agreement is indicated by the fairness of price, conditions, and other terms of the agreement. For example, an agreement between relatives or agreements involving a deal on the side may not be considered arm's length agreements because they may not reflect the true value of the deal. definitions.uslegal.com

To: scion who wrote (155)	7/16/2010 6:59:04 PM
From: scion	Respond to of 53574

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 sec.gov Form S-1 - John Bordynuik, Inc. - REGISTRATION STATEMENT 2009-04-06 sec.gov GATELY & ASSOCIATES, LLC. EX-23.1 3 fs123i_jbi.htm ACCOUNTANTS CONSENT Exhibit 23.1 sec.gov 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 sec.gov 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 sec.gov