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Pastimes : Plastics to Oil - Pyrolysis and Secret Catalysts and Alterna -- Ignore unavailable to you. Want to Upgrade?

To: MorningLightMountain who wrote (2839)	11/4/2010 2:56:15 PM
From: scion	Respond to of 53574

I recall it well, even though I did not post much on the IHub board. The rewording of "arm’s length" to “a transaction between entities under common control” may be a nice accounting fiction, but it does not change the fact that it is not legal.

To: MorningLightMountain who wrote (2839)	11/4/2010 5:18:58 PM
From: SteveF	Read Replies (1) \| Respond to of 53574

G&G Mining was former suitor of 310 Holdings before Bourdynuik. Looks like he got the same deal as G&G. The G&G acquisition was 8k'd (filed 7/21/2008): Item 5.01. Changes in Control of Registrant On July 17, 2008, G & G MINING CORP., a corporation organized under the laws of Florida, purchased 40,250,000 shares of Company common stock, representing 63.19% voting interest from our President and Chief Executive Officer, Nicole Wright. The issuance of the securities above were effected in reliance on the exemptions for private sales of securities not involving a public offering pursuant to in Section 4(2) and Section 4(6) of the Securities Act. sec.gov And then reverse-merged into 310 Holdings here (filed 11/3/2008): Item 5.01. Changes in Control of Registrant Our Company, 310 Holdings Acquisition Subsidiary Corp., a Florida corporation and a wholly owned subsidiary of 310, and G & G Mining Corp., a Florida corporation, entered into an Agreement and Plan of Merger whereby G & G Mining Corp was merged into the Company (the “Merger Agreement”) pursuant to a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the IRS Code. Pursuant to the terms and conditions of the Merger Agreement, the shareholders of G & G Mining Corp received an aggregate of 6,160,000 shares of Company Common Stock and our company received all the issued and outstanding shares of G & G Mining Corp. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. G & G Mining Corp. currently holds 63.19% voting interest in our Company prior to the merger. As a post-closing conditions to the merger, we are obligated to change the name of our company to a name designated by G & G Mining Corp. management and effect a one hundred and fifty (150) to one (1) one reverse stock split (maintaining the current authorized shares). G&G Mining Corp. is an exploration company committed to the, discovery and development of gold, silver, copper and other mineral resources. They hold mining rights and mineral concessions in various countries in North and South America. These projects are in different stages of exploration and development. sec.gov The merger was cancelled here (filed 3/3/2009): The Merger was conditioned upon certain post-closing conditions, including but not limited to, changing the name of our company to a name designated by G & G Mining Corp. management and effect reverse stock split. G&G Mining Corp. is an exploration company committed to the, discovery and development of gold, silver, copper and other mineral resources. They hold mining rights and mineral concessions in various countries in North and South America. These projects are in different stages of exploration and development. The post-closing conditions obligations of G&G Mining Corp were not satisfied and the parties determined to unwind the transaction. Consequently, G & G Mining Corp. returned the 40,250,000 shares of Company common stock, purchased on July 17, 2008 to our past President and Chief Executive Officer, Nicole Wright. Consequently, Nicole Wright holds a 63.19% voting interest in our issued and outstanding shares of common stock.. sec.gov Bourdynuik acquires controlling interest in 310 Holdings here: (filed 4/24/2009) Item 5.01 Changes in Control of Registrant On April 24, 2009, John Bordynuik purchased 40,250,000 shares of Company common stock, representing 63.19% voting interest from our President and Chief Executive Officer, Nicole Wright. The issuance of the securities above were effected in reliance on the exemptions for private sales of securities not involving a public offering pursuant to in Section 4 of the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 27, 2009, Nicole Wright resigned as a member of the Board of Directors and as an Officer of the Company to pursue other interests. To the knowledge of the Board and executive officers of the Company, Ms. Wright had no disagreement with the Company on any matter related to the Company's operations, policies or practices. Prior to her resignation, Nicole Wright as appointed John Bordynuik as the sole member of our Board of Directors to serve until the next annual meeting of the Corporation’s shareholders or her earlier death, resignation or removal from office. John Bordynuik was also appointed as Chief Executive Officer and Chief Financial Officer. sec.gov