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

To: streetscraper who wrote (4272)	12/27/2010 11:52:10 AM
From: SteveF	Read Replies (1) \| Respond to of 53574

From the Expedite2 S-1: sec.gov In February 2009 we entered into a Stock Purchase and Share Exchange Agreement with John Bordynuik, Inc., (“JBI”) an Ontario Corporation, whereby we exchanged 58,521,250 shares of common stock for all of the issued and outstanding shares of JBI, to the individuals listed below. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction. <snip> Barnett, Alan (4) 232,000 </snip> (4) Alan Barnett has been an employee of John Bordynuik Inc. since November 17, 2008.