Regarding the second sentence of this paragraph, Defendants admit that 310 Holdings purchased certain assets of John Bordynuik, Inc. on July 15, 2009, but deny that this transaction was “purportedly an “arm’s length transaction,” and state that to the contrary, JBI’s Form 10-K for the period ended December 31, 2009, described the acquisition of the assets of John Bordynuik, Inc. as a related party transaction.
JBI Inc.'s and John Bordynuik's Joint ANSWER to 1 Complaint
Regarding the second sentence of this paragraph, Baldwin admits that 310 Holdings purchased certain assets of John Bordynuik, Inc. on July 15, 2009, but denies that this transaction was “purportedly an ‘arms length transaction,’” and states that to the contrary, JBI’s Form 10-K for the period ended December 31, 2009 described the acquisition of the assets of John Bordynuik, Inc. as a related party transaction.
Ronald Baldwin, Jr.'s ANSWER to 1 Complaint
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Form 10-K/A fiscal year ended December 31, 2009 - ...related party transaction.
FORM 10-K fiscal year ended December 31, 20091 - This was an arms-length agreement...
Form 8-K/A Filing Date2009-07-20- This is an arms-length agreement...
Form 8-K Filing Date 2009-06-26 - This is an arms-length agreement...
Form 10-K/A Filing Date 2010-07-09 For the fiscal year ended December 31, 2009
NOTE 7 – STOCKHOLDERS’ EQUITY
On June 25, 2009, the Company entered into an asset purchase agreement (the “Agreement”) to purchase certain assets of John Bordynuik, Inc., a Delaware corporation (“Data”). Under the terms of the Agreement, the Company issued 809,593 shares of common stock, par value $0.001 per share in consideration for the assets of Data. The acquisition was treated as a transaction between entities under common control, and accordingly the assets were recorded at their historical carrying values totaling $358,931. The closing of the Agreement occurred on July 15, 2009.
NOTE 11 – RELATED PARTY TRANSACTIONS
As described in Note 7, the Company issued shares of common stock to acquire assets from John Bordynuik, Inc. (“Data”), a company owned partially by the Company’s President and CEO, valued at $342,563. Many of the contracts associated with providing tape reading services are still held in the name of Data, though it is their intent to transfer these contracts during the 2nd quarter of 2010. As such, Data bills customers for the tape reading services, collects the money and remits the funds to the Company. During 2009, $184,000 of revenues related to tape reading was paid to the Company by Data. There were no amounts for 2008.
Form 10-K/A Filing Date 2010-07-09
sec.gov
FORM 10-K Filing Date 2010-03-31 For the fiscal year ended December 31, 2009
sec.gov
Item 1, page 1
On June 25, 2009, JBI, Inc. (f/k/a 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 was an arms-length agreement between the Company and JBI by President and CEO John Bordynuik, who is the majority shareholder in both 310 Holdings (now JBI, Inc.) and John Bordynuik Inc.
Under the terms of the Agreement, the Company issued 809,593 shares of common stock, par value $0.001 per share in consideration for the assets of JBI. The closing of the Agreement occurred on July 15, 2009.
NOTE 4 – RELATED PARTY TRANSACTIONS
A stockholder may loan the Company working capital from time to time. As of December 31, 2009 there were no stockholder loans or receivables.
Form 8-K/A Filing Date 2009-07-20
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.
Under the terms of the Agreement, the Company will issue 809,593 shares of common stock, par value $0.001 per share in consideration for the assets of JBI. The closing of the Agreement occurred on July 15, 2009.
Form 8-K/A Filing Date 2009-07-20
sec.gov
Form 8-K Filing Date 2009-06-26
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.
Under the terms of the Agreement, the Company will issue 809,593 shares of common stock, par value $0.001 per share (the “Common Stock”) in consideration for the assets of JBI. The closing of the Agreement is expected to occur on or about July 15, 2009.
Form 8-K Filing Date 2009-06-26
sec.gov
310 Holdings Inc. Enters Into Definitive Asset Purchase Agreement With John Bordynuik Inc.
NIAGARA FALLS, Ontario, June 25, 2009 (GLOBE NEWSWIRE) -- 310 Holdings Inc. (OTCBB:TRTN) today announced that it has entered into a definitive agreement to purchase certain assets of John Bordynuik Inc., including all of its intellectual property, its custom tape processing hardware, its Swahili data migration system, fixed assets, and its current customer base subject to certain closing conditions and adjustments. The consideration for the acquisition of the assets are restricted common shares of 310 Holdings Inc. equal to the value of the assets.
Provided all conditions to closing are met, 310 Holdings Inc. anticipates closing this Asset Purchase Agreement on or about July 15, 2009. This proposed transaction will affect 310 Holdings Inc. quarterly financial statements.
This is an arms-length agreement between 310 Holdings Inc. and John Bordynuik Inc. by President and CEO John Bordynuik, who is the majority shareholder in both 310 Holdings and John Bordynuik Inc. The sale is being audited and all relevant filings with adjusted balances will be filed in a timely manner after the Closing Date.
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