UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K














x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
2009





or





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________to
  ______________








JBI,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            20-4924000(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





500
Technology Square, Suite 150


Cambridge, MA
02139


(Address
of principal executive offices)





Copies
of communications to:





Gregg
E. Jaclin, Esq.


Anslow
+ Jaclin,  LLP


195
Route 9 South, Suite 204


Manalapan,
New Jersey 07726


(732)
409-1212





Registrant’s
telephone number, including area code: (905) 354-7222





Securities
to be registered under Section 12(b) of the Act: None





Securities
to be registered under Section 12(g) of the Act:





Title
      of each class to be so registeredCommon
      stock, par value $.001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o Yes No x










Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o Yes No x





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes o Noo





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):




Large accelerated filer  o
              Non-accelerated filer  o
            
            Accelerated filer  o
              Small
      Business Issuer  x





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act. Yes o  No x





The
aggregate market value of voting stock held by non-affiliates of the registrant
on December 31, 2009 was approximately $288,062,408. Solely for purposes of the
foregoing calculation, all of the registrant’s directors and officers as of
December 31, 2009, are deemed to be affiliates. This determination of affiliate
status for this purpose does not reflect a determination that any persons are
affiliates for any other purposes.





State the
number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As at March 31, 2010, there were
50,102,200 shares of Common Stock, $0.001 par value per share issued and
outstanding.





Documents
Incorporated By Reference –None










JBI,
Inc. 10-K 2009




PART I
            
            PageItem 1.
            Business
            1Item 1A.
            Risk
    Factors
            8Item 1B.
            Unresolved Staff
      Comments
            13Item 2.
            Properties
            13Item 3.
            Legal
      Proceedings
            13Item 4.
            (Removed and
      Reserved)
            13PART IIItem 5.
            Market for Company's
      Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
            14Item 6.
            Selected
      Consolidated Financial Data
            15Item 7.
            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            15Item 7A.
            Quantitative and
      Qualitative Disclosures About Market Risk
            20Item 8.
            Financial Statements
      and Supplementary Data
            21Item 9.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            34Item 9A.
            Controls and
      Procedures
            34Item 9B.
            Other
      Information
            35PART IIIItem 10.
            Directors, Executive
      Officers and Corporate Governance
            36Item 11.
            Executive
      Compensation
            40Item 12.
            Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
            42Item 13.
            Certain
      Relationships and Related Transactions, and Director
Independence
            43Item
    14.
            Principal
      Accountant Fees and Services
            44PART IVItem
      15.
            Exhibits and
      Financial Statement Schedules
            45
























NOTE
REGARDING FORWARD-LOOKING STATEMENTS





There are
statements in this registration statement that are not historical facts. These
“forward-looking statements” can be identified by use of terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
expressions. You should be aware that these forward-looking statements are
subject to risks and uncertainties that are beyond our control.  For a
discussion of these risks, you should read this entire Registration Statement
carefully.  Although management believes that the assumptions underlying
the forward looking statements included in this Registration Statement are
reasonable, they do not guarantee our future performance, and actual results
could differ from those contemplated by these forward looking statements. The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements.  In the light of
these risks and uncertainties, there can be no assurance that the results and
events contemplated by the forward-looking statements contained in this
Registration Statement will in fact transpire. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We do not undertake any obligation to update or revise any
forward-looking statements.




Unless
otherwise noted, references in this registration statement to “JBI” the
“Company,” “we,” “our” or “us” means JBI, Inc., a Nevada
corporation.










PART
I





ITEM
1. BUSINESS





Those
statements in the Business and Properties discussion that are not historical in
nature should be deemed forward-looking statements that are inherently
uncertain. See “Forward-Looking Statements” in Management’s Discussion and
Analysis of Financial Condition and Results of Operations (Item 7) for a
discussion of the factors that could cause actual results to differ materially
from those projected.





General





JBI, Inc.
(f/k/a 310 Holdings Inc.) was incorporated in the State of Nevada on April 20,
2006. John Bordynuik purchased 63% of the issued and outstanding shares of 310
Holdings on April 24, 2009. Subsequently, John Bordynuik was appointed President
and CEO of the Company. Management is transitioning our company to become a
global technology leader whose purpose is to mine data from Bordynuik’s large
information archive, find under-productive entities to inject our superior
proprietary technologies into, and benefit from increased productivity and
profitability, beginning with Plastic2Oil. Management believes that it has
assembled an experienced team of professionals that will allow the Company to
grow both organically (within each subsidiary) and through synergistic
acquisitions that have a demonstrated propensity towards being
eco-friendly.




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.




1




In 2009
Mr. Bordynuik exchanged cash for 66,667 shares of stock (at $3 per share) and he
received 23,846 shares to cancel debt at $3 per share.   Since
April 2009, Mr. Bordynuik has returned 31 million shares of his personal stock
to the Company.  The Company issued Mr. Bordynuik 1 million
shares of preferred stock with no conversion, no dividend rights but with
100 to 1 voting rights (as compared to common stock).





On August
24, 2009, the Company purchased 100% of the issued and outstanding shares of
JavaCo, Inc. from Domark International, Inc. in exchange for $150,000 in cash
and 2,500,000 shares of common stock.  On the same date the Company
issued 1,000,000 shares of common stock to Domark in exchange for media credits
that were valued at $9,997,134.





On
September 30, 2009, the Company purchased 100% of the membership interests of
Pak-It, LLC in exchange for $1,200,000 in cash and 625,000 shares and the
assumption of $2,665,000 in short and long term debts.  Pak-It, LLC
owns 100% of the stock of Dickler Chemical Laboratories, Inc. d/b/a DCL
Solutions.





On
January 14, 2010, the Company consummated a confidential private placement with
certain accredited investors for the issuance and sale of 8,260,842 shares of
the common stock.  The offering was at $0.80 and the gross proceeds
received by the Company were $6,608,673.  The offering was made in
connection with the acquisition of Pak-It, LLC and within the offering converted
$2,736,000 of debt owed to the Pak-It members at a per share price of
$0.80.  The total shares issued pursuant to the offering were
8,260,842.





JBI,
Inc., the holding company, is an operating parent company which includes certain
corporate officers and certain assets of John Bordynuik, Inc. which was acquired
by the Company on July 15, 2009. The assets acquired from John Bordynuik, Inc.
were predominantly custom tape drives, computer hardware, servers, and a mobile
data recovery container to read and migrate data from computer tapes. The
Company used the hardware to immediately service existing clients of the Company
which includes processing tapes from NASA. Other clients include MIT, Harvard,
the US Army, and Fortune 100 companies. This Agreement will allow the Company to
read tapes to realize the revenue of migrating data of customers’ tapes at a
flat rate.





As
“JavaCo” the Company is part of the Supplier Diversity Network, WBENC and
currently distributes over 100 lines of equipment from fiber optic transmitters
to RF connectors.





As
“Pak-ItTM” the Company manufactures and supplies cleaning chemicals for “back of
the house” cleaning for regional and national accounts.  All U.S. Home
Depots are cleaned using Pak-It products. The Company owns a patent that allows
the Company to deliver condensed cleaning chemicals in water soluble
film.  In the second quarter of 2010 the Company expects to enter the
retail market.





On
December 22, 2009, the Company and Rick Heddle agreed to a Joint Venture whereby
Heddle Marine Service, Inc. will retrofit ships with P2O processors. The Company
is now finalizing a JV Agreement for production of its first P2O ship with
Heddle. JBI anticipates contracting with various countries to convert their
plastic waste into oil. Also, JBI signed a Letter of Intent for the
establishment of an Area Development Agreement (ADA) for 45 P2O sites in the
State of Florida with AS PTO, LLC, an entity controlled by Al Sousa of Largo,
Florida.  Both Heddle and Sousa have strong management capabilities
and are expected to be essential to the scaling up of a nationwide P2O
launch.




On
February 4, 2010, the Company formed a wholly owned New York corporation, JBI RE
#1, Inc. to purchase an industrial building containing 14,860 square feet that
is situated on about 3.37 acres of land in Niagara Falls, NY.  This
entity will house the first commercial operation of Plastic2Oil
(“P2O”).  On February 9, 2010, the Company formed two Nevada
corporations as wholly owned subsidiaries; Plastic2Oil Land, Inc., Plastic2Oil
Marine, Inc. to operate P2O operations on land and sea,
respectively.  The Company expects to begin commercial operations of
converting waste plastic to oil in the second quarter of 2010.  In
addition, the Company entered into its first Area Development Agreement with AS
PTO, LLC to promote licensing and P2O operations in Florida using a combination
of Joint Ventures (JV’s) and Company owned sites.  In February the
first license was issued to Plastic 2 Oil of Clearwater 1, LLC (a Delaware LLC)
and was arranged with members Plastic2Oil Land, Inc., AS PTO, LLC, and ES
Resources, LLC.




2




John
Bordynuik is the CEO and Director of the Plastic2Oil corporations and he is
overseeing a professional team that is primarily comprised of value based
managers who are also shareholders of JBI.  The Plastic2Oil Land, Inc.
Chief Operating Officer will be Robert Shoemaker who, prior to taking on this
role, was CEO of Pak-It, LLC.  Mr. Shoemaker takes no
salary.  Assisting Mr. Shoemaker (also with no salaries) are Richard
M. Haber, Esq., Steven Weiss, Esq., Paul Raymond, Esq., Geoffrey Weber, CPA, and
Al Sousa (Mr. Sousa is the Area Developer for Florida and he provides advisory
services to P2O at no-charge).





Michael
Kaplanis (JBI VP of Mergers, Acquisition & Strategy) provides research and
analytical support to the P2O operations as does JBI Chief Financial Officer,
Ronald Baldwin.  The P2O professionals have developed a strategy and
business plan for the global launch of P2O that utilizes a combination of Area
Development Agreements, licenses, JV’s and Company owned sites.  Their
compensation is strictly “value based” and will be directly correlated with P2O
profitability.





Data
Migration





JBI reads
high volume legacy data computer tapes for large institutions and corporations.
JBI is sole sourced by NASA and reads their 7 & 9 track computer tapes
written from the 1960’s to 2000’s. Millions of tapes were written during this
period and the data has not been recoverable to date.





John
Bordynuik, President of JBI, has developed the technology to read legacy data
computer tapes and to extract and recover the valuable data contained therein.
Mr. Bordynuik has built a strong reputation in legacy data recovery and has
completed recovery projects for NASA, MIT, United Nations, the Ontario
Provincial Government, and other institutions and their founders.





Mr.
Bordynuik has experience cracking encryption used to store data onto tapes and
deciphering data for clients; this is extremely valuable in the process of
legacy data recovery and provides a value–added service to customers. Usually,
JBI’s services are required to decipher tape data after recovery. All data,
sensitive or private, is stored in a secure location and viewed only by Mr.
Bordynuik. JBI employs Mr. Bordynuik’s software to decipher all data and convert
it to modern file formats as requested by clients.





Mr.
Bordynuik has developed technology to prove mechanically that the recovered data
is 100% accurate. Prior to the development of this technology old media read on
original equipment could not be validated and its output was generally
poor.





JBI’s
technology is valuable to governmental and educational institutions, and in the
recovery of seismic data. As an example, earth science sensor data compiled by
NASA and stored on tapes can now be viewed and studied on a single computer. At
the time that these legacy tapes were written, it was not uncommon for large IBM
mainframes to have 8 kilobytes of dynamic memory and no disk drive. In the past,
it has not been possible to process decades of sensor data due to limited disk
storage, lack of dynamic memory and limited processing power, and inability to
read old tapes. From a business-unit perspective, every tape is considered a
“national asset” and high volumes of paperwork, administration and storage costs
are required to manage them. JBI can usually amalgamate 200,000 national assets
(tapes) into one national asset (hard disk array).





We have
scaled to handle multiple clients and have developed a tape transcription,
migration and normalization technology for the oil and gas market. To date,
JBI’s business has been unsolicited. In the future, JBI will utilize existing
relationships to seek new business and will seek relationships with oil and gas
clients to read their seismic data tapes.





JBI
designed and manufactured a 40-foot Mobile Data Recovery Container complete with
18 tape drives, photographing stations, servers, air handling, tape dehydration
systems, and room for tape libraries. This container is capable of reading in
excess of 700 tapes per day. It is an innovative solution to remotely read large
volumes of seismic data tapes for Oil and Gas as well as highly sensitive tapes
for Government Defense Departments. JBI is now able to transport its proprietary
technologies and processes directly to clients’ sites in order to read tapes
that contain exceptionally sensitive data or are restricted through governmental
regulations from going off-site.




3




JBI does
not use off-the-shelf-hardware and software and has the ability to design
technology to recover most legacy data and most modern media. Through
proprietary research and development that applies technology solutions with
artificial intelligence and custom hardware, firmware and software, JBI provides
the innovation necessary to be competitive in today’s market.





JBI holds
a US patent (7,115,872) for a dirty bomb detector and is exploring the
possibilities of licensing this technology to the market.





JBI
sponsored the IEEE Mass Storage Systems and Technologies Conference in Maryland
in September 2008. Mr. Bordynuik spoke at the event to highlight JBI’s findings.
The attendees are representatives from institutions in the United States and
internationally. This was a significant event for JBI.





Data
Migration Products





Magnetic Computer Backup
Tapes:





JBI is
sole sourced by institutions to read their large volume of legacy data 7 & 9
track tapes. In August 2008, JBI met with NASA to discuss further procurement
requirements and to work out scheduling for the arrival of more tapes. NASA has
since sole sourced JBI for all their legacy tape recovery and migration and
sends shipments of tapes on a regular basis.





JBI has
read thousands of tapes for MIT. These were written from the 1960s through 1995.
The scalability of its proprietary technology enables JBI to easily expand data
recovery services for new media types. JBI will continue to use economies of
scale to increase volume and lower costs.





JBI will
use economies of scope to provide data recovery solutions for newer types of
magnetic media that include microfiche, optical media and film. JBI will
leverage the unique strategic alliance with Mr. Bordynuik to establish long-term
licensing of technologies used in our products and services. JBI will focus on
reliable and timely delivery and quality outcomes. JBI will build, strengthen
and manage the JBI brand.





Radiation
Detection Products





JBI owns
a broad-based patent for a handheld and network able dirty bomb detection
sensor. JBI has not built or sold any product under this patent to
date.





Plastic2Oil





Plastic2Oil
(“P2O”) was discovered by President John Bordynuik while mining through tape
drive research archives. Mr. Bordynuik found the solution to a process involving
breaking down plastic molecules. This research was conducted when plastic was in
its infancy and oil prices were very low. It appears to our management that the
research was conducted for non-commercial purposes and had no commercial value
at the time.





Mr.
Bordynuik explored plastic recycling when employed at the Ontario, Canada
Legislature but there was no research available at that time to make the
conversion commercially viable. Mr. Bordynuik's research was triggered when
beverage companies began to phase out returnable glass bottles, in favor of
plastic.  JBI's research has revealed that this process and catalyst
is not presently commercialized. By integrating this technology into a large
batch processor the Company believes that it can accomplish the
following:





·
            Approximately
      one liter of fuel is extracted from a kilogram of
  plastic·
            The
      gas byproduct provides the energy necessary to fuel the process thereby
      eliminating energy costs


·
            Due
      to our catalyst and a highly optimized process, fuel can be extracted in
      four hours from a large source of raw unwashed, mixed
    plastics·
            Raw
      plastic materials can be acquired in many forms at little or no
      cost.


·
            This
      technology has significant advantages over biodiesel operations due to
      biodiesel's high operating costs, the high costs of raw materials, and the
      high energy requirements by their
processes.





4




Alan
Barnett, JBI's Head Chemist, will oversee the optimization and deployment of
JBI's first volume Plastic2Oil processor.  Alan’s experience includes
over 25 years as a chemist and the key to the P2O process involves a chemical
catalyst that is used to break down the plastic most efficiently.





It is
important to note that technology exists to convert plastic to oil; however the
processes presently utilized require excessive amounts of energy, have low
yields, and in many cases cause dramatic emission pollutants. In addition there
are alternative fuels being produced that do not appear to be economically
viable. For instance, many biodiesel facilities have filed bankruptcy because
their energy conversion costs exceed the value of the diesel product they
produce.





In
particular biodiesel producers have the following challenges:





·
            High-energy
      requirements;




·
            Very
      poor energy return;




·
            As
      oil prices rise, biodiesel won't necessarily become more
      viable;




·
            Large
      biodiesel plants incur high transportation costs of raw and processed
      materials;





·
            Algae
      biodiesel presently costs $32/gallon to
produce;




·
            Biodiesel
      factories are heavily dependent on commodity prices of raw materials and
      energy prices





Management
intends to exploit its technology to overcome the challenges facing
alternative energy corporations.





JAVACO,
Inc.





In August
2009, JBI and Domark closed a Securities Purchase Agreement whereby JBI
purchased 100% of the issued and outstanding common shares of JAVACO, Inc.
(“Javaco”), a wholly owned subsidiary of Domark, in exchange for $150,000 and
the issuance of 2,500,000 shares of the Company’s common stock to
Domark.





In
connection with the Agreement, Domark has also assigned $9,997,134 of media
credits in print and radio to the Company in exchange for the issuance of
1,000,000 shares of the Company’s common stock.  The Company intends
to move quickly to make use of the media credits as they are available to
Pak-It, P2O and Javaco.  The value of these credits is expected to be
realized through faster market penetration.





JAVACO,
Inc., formerly JAVA Company, opened for business in 1997 as a sole
proprietorship. Prior to opening JAVA Company, Judith Vazquez, owner and
President, worked several years in distribution sales and finally with RMS
Electronics/Channel. JAVA Company's initial focus was the sale of used cable TV
equipment, including amplifiers and converters to Colombia, Venezuela and
Mexico.





JAVA
Company teamed up with a distributor in Argentina to jointly cover a larger
Latin American market. JAVA Company acted as their US office, providing sales
expertise and a much needed North American connection with the manufacturers.
JAVA Company coordinated the sale, expediting, invoicing and exporting of
equipment purchased from the US and Canadian suppliers.





JAVACO,
Inc. incorporated in March 2000. JAVACO, Inc. is part of the Supplier Diversity
Network, WBENC. JAVACO, Inc. currently distributes over 100 lines of equipment
from fiber optic transmitters to RF connectors. To further enhance business in
the United States, new distribution lines are frequently being added including a
line of home theater and audio video products. Early in 2002, JAVACO, Inc.
expanded its US business when it hired Tina Tomblin, with over 20 years in the
cable television industry in both operations and sales, to manage sales in the
United States.  JAVACO, Inc. will assist in establishing Plastic2Oil
sites in Mexico and Latin America using its established business connections and
knowledge in those areas. JAVACO, Inc. also has access to high quality plastics
generally discarded by cable television and telephone companies.




5


Pak-It,
LLC





Pak-It
was formed in 2007 to acquire all of the outstanding stock of Dickler Chemical
Laboratories, Inc. (“DCL”).   DCL was formed in 1968 to
manufacture and sell industrial cleaning chemicals regionally (the Philadelphia
"tri-state” area). For about 10 years prior to the acquisition, the company had
consistently recorded revenues in the $5 million to $6 million range with
profits in the $200,000+ range.  Pak-It purchased DCL stock in
October, 2007 and on January 1, 2008 merged the DCL Pennsylvania corporation
into a newly formed Florida corporation of the same name.  The company
now does business as Pak-ItTM, DCL Solutions, and Vanguard with its
administrative and selling office at 311 Park Place, Suite 190 Clearwater,
Florida, and the DCL factory leased at 4201 Torresdale Avenue, Philadelphia,
PA.  The DCL factory is situated on about 1.5 acres of land and has
nearly 60,000 SF of manufacturing space under roof.





Using the
patented Pak-ItTM delivery system (liquid cleaner in a water soluble sachet) the
company delivers glass cleaner, disinfectant, multi-purpose, and many more
cleaning products (42 products currently) shipped in tiny packages of condensed
cleaner (inside a ‘dry’ 1 quart container).  This delivery method is
“green” since it’s fully biodegradable and saves thousands of dollars in
shipping. The user simply adds water to the container without measuring or
cutting the Pak-ItTM.  Large retailers (like Home Depot and Office
Depot) and many national Building Service Contractors already using the product
have documented significant cost savings from shipping, training, inventory
control and space utilization.





Pak-It
also produces private label liquid cleaning supplies for a variety of well known
companies, including a retail marine supply company and an international company
that sells Pak-It’s with its pressure washers.





Pak-It
provides an innovative, technological approach to chemicals, both in terms of
portion control solutions and product breadth that constantly seeks to improve
quality and consistency.  Pak-It also provides an operational focus on
logistics that offers individual “kits” designed to meet specific cleaning
requirements, delivered directly to each location, while remaining flexible
toward meeting other customer needs.





The
combination of Pak-It and the Company will assure that the Company will continue
to focus on strong internal growth.  For instance, the Company has
relationships with buyers from NASA and other government agencies that will
facilitate Pak-It products being tested and hopefully purchased by these large
institutions.





The
acquisition of Pak-It provides the Company with an expanded management and
consulting team that has vast experience in operations, including setting up
joint ventures, franchises and real estate based ventures.  This team
will be instrumental in executing the P2O model to market.





Further,
with the addition of Pak-It, LLC, Mr. Barnett will have access to the Pak-It
laboratory and the Pak-It chemist (who also has over 25 years of industry
experience) and the Company will be well positioned to begin P2O operations in
Philadelphia and the tri-state area.





JBI has
engaged the services of Western Creative to launch Pak-It products in the retail
market through a comprehensive infomercial campaign.





Competition


In each of its operating units, JBI is
subject to highly competitive environments in the industries in which it
operates.


The Pak-It business faces a highly
competitive environment in the bulk chemical cleaning industry. As Pak-It moves
towards a retail launch of its products, it will face competition from domestic
and international brands of cleaning solutions. Pak-It faces numerous
competitors in every product category:




6




•
            Cleaning
      chemicals – 326 companies•
            Carpet
      cleaning chemicals – 261 companies


•
            Floor
      finishes – 198 companies•
            Disinfectants
      – 228 companies


•
            Laundry
      chemicals – 195 companies•
            Pressure
      washing chemicals – 148 companies


•
            Chemical
      Dispensing Systems – 103 companies





Javaco
operates in a very competitive environment in the distribution of fiber optic
transmitters and RF connectors. Competition in Mexico and South America can come
from local and international suppliers of similar technologies and products. As
Javaco adds new lines of products, it faces new risks and competition associated
with diversifying its product offerings.





The
renewable energy sector and recycled products sectors are highly competitive.
Plastic2Oil is in the process of commercializing its processor and catalyst
technologies and there is risk associated with being a new entrant into the
alternative energy sector. Profitability in the Plastic2Oil business will depend
largely on the access to waste plastic feedstock where prices can fluctuate
significantly. Plastic2Oil faces competition from other recycling solution
products for access to feedstock in addition to facing competition from the
traditional refined products industry.





The data
migration business faces competition from industry specialists who may seek to
develop 7 & 9 track computer-reading technologies to gain access to data
that has not been recoverable to date.





Research
and Development


JBI does
not use off-the-shelf-hardware and software and has the ability to design
technology to recover most legacy data and most modern media. Through
proprietary research and development that applies technology solutions with
artificial intelligence and custom hardware, firmware and software, JBI provides
the innovation necessary to be competitive in today’s market.





Environmental


As JBI develops and commercializes its
Plastic2Oil business it will be subject to extensive and frequently developing
federal, state and local laws and regulations, including, but not limited to
those relating to emissions requirements, fuel production, fuel transportation,
fuel storage, waste management, waste storage, composition of fuels and
permitting. Compliance with current and future regulations increases the
potential costs of operating JBI’s subsidiaries.





Employees


As of
December 31, 2009, JBI and its subsidiaries have approximately 61 employees
other than our CEO.  The Company also uses a broad base of experienced
consultants who generally work on valued added agreements.





Regulatory
Mandates




JBI, Inc.
is not aware of any existing or probable government regulations that would have
a material effect on our business.




WHERE YOU CAN FIND MORE
INFORMATION




You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its website http://www.sec.gov.




7





ITEM
1A. RISK
FACTORS





Risks
Relating to Our Business




In addition to the other information
included in this Form 10-K, the following risk factors should be considered in
evaluating our businesses and future prospects. These risk factors represent
what we believe to be the known material risk factors with respect to us and our
business. Our business, operating results, cash flows and financial condition
are subject to these risks and uncertainties, any of which could cause actual
results to vary materially from recent results or from anticipated future
results.





We
need to manage growth in operations to maximize our potential growth and achieve
our expected revenues and our failure to manage growth will cause a disruption
of our operations resulting in the failure to generate revenue.





In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our marketing operations. This expansion will place a
significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.





In order
to achieve the above mentioned targets, the general strategies of our company
are to maintain and search for hard-working employees who have innovative
initiatives; on the other hand, our company will also keep a close eye on
expanding opportunities.





If
we need additional capital to fund our growing operations, we may not be able to
obtain sufficient capital and may be forced to limit the scope of our
operations.





If
adequate additional financing is not available on reasonable terms, we may not
be able to undertake expansion, continue our marketing efforts and we would have
to modify our business plans accordingly. There is no assurance that additional
financing will be available to us.





In
connection with our growth strategies, we may experience increased capital needs
and, accordingly, we may not have sufficient capital to fund our future
operations without additional capital investments. Our capital needs will depend
on numerous factors, including (i) our profitability; (ii) the release of
competitive products by our competition; (iii) the level of our investment in
research and development; and (iv) the amount of our capital expenditures,
including acquisitions. We cannot assure you that we will be able to obtain
capital in the future to meet our needs.





Even if
we do find a source of additional capital, we may not be able to negotiate terms
and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments could dilute or otherwise materially and
adversely affect the holdings or rights of our existing shareholders. In
addition, new equity or convertible debt securities issued by us to obtain
financing could have rights, preferences and privileges senior to our common
stock. We cannot give you any assurance that any additional financing will be
available to us, or if available, will be on terms favorable to us.





Need
for additional employees.





The
Company’s future success also depends upon its continuing ability to attract and
retain highly qualified personnel. Expansion of the Company’s business and the
management and operation of the Company will require additional managers and
employees with industry experience, and the success of the Company will be
highly dependent on the Company’s ability to attract and retain skilled
management personnel and other employees. Competition for such personnel is
intense. There can be no assurance that the Company will be able to attract or
retain highly qualified personnel. Competition for skilled personnel in





8
 
 
 our
industry is significant. This competition may make it more difficult and
expensive to attract, hire and retain qualified managers and employees. The
Company’s inability to attract skilled management personnel and other employees
as needed could have a material adverse effect on the Company’s business,
operating results and financial condition. The Company’s arrangement with its
current employees is at will, meaning its employees may voluntarily terminate
their employment at any time. The Company anticipates that the use of stock
options, restricted stock grants, stock appreciation rights, and phantom stock
awards will be valuable in attracting and retaining qualified personnel.
However, the effects of such plan cannot be certain.





Our
future success is dependent, in part, on the performance and continued service
of our officers.





We are
presently dependent to a great extent upon the experience, abilities and
continued services of John Bordynuik.  The loss of services of Mr.
Bordynuik could have a material adverse effect on our business, financial
condition or results of operation.





Changes
in government regulations and laws affecting the IT industry, including
accounting principles and interpretations and the taxation of domestic and
foreign operations, could adversely affect our results of
operations.





Changing
laws, regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations,
are creating uncertainty for companies such as ours. These new or changed laws,
regulations and standards are subject to varying interpretations which, in many
instances, is due to their lack of specificity. As a result, the application of
these new standards and regulations in practice may evolve over time as new
guidance is provided by regulatory and governing bodies. This could result in
continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. We are
committed to maintaining high standards of corporate governance and public
disclosure. As a result, our efforts to comply with evolving laws, regulations
and standards have resulted in, and are likely to continue to result in,
increased general and administrative expenses and a diversion of management time
and attention from revenue-generating activities to compliance activities. In
particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of
2002 and the related regulations regarding our required assessment of our
internal controls over financial reporting and our independent auditors’ audit
of that assessment has required the commitment of significant internal,
financial and managerial resources.




The
Financial Accounting Standards Board, SEC or other accounting rulemaking
authorities may issue new accounting rules or standards that are different than
those that we presently apply to our financial results. Such new accounting
rules or standards could require significant changes from the way we currently
report our financial condition, results of operations or cash
flows.




U.S.
generally accepted accounting principles have been the subject of frequent
interpretations. As a result of the enactment of the Sarbanes-Oxley Act of 2002
and the review of accounting policies by the SEC as well as by national and
international accounting standards bodies, the frequency of future accounting
policy changes may accelerate. Such future changes in financial accounting
standards may have a significant effect on our reported results of operations,
including results of transactions entered into before the effective date of the
changes.




We are
subject to income taxes in the United States. Our provision for income taxes and
our tax liability in the future could be adversely affected by numerous factors
including, but not limited to, changes in the valuation of deferred tax assets
and liabilities, and changes in tax laws, regulations, accounting principles or
interpretations thereof, which could adversely impact our financial condition,
results of operations and cash flows in future periods.




Our
future success is dependent upon our ability to protect our intellectual
property.





The
Company may not be able to protect unauthorized use of its intellectual property
and take appropriate steps to enforce its rights.  Although management
does not believe that its services infringe on the intellectual rights of
others, there is no assurance that the Company may not be the target of
infringement or other claims.  Such claims, even if not true, could
result in significant legal and other associated costs and may be a distraction
to management.  We plan to rely on a combination of copyright, trade
secret, trademark laws and non-disclosure and other contractual provisions to
protect our proprietary rights.  Because the policing of intellectual
and intangible rights may be difficult and the ideas and other aspects
underlying our business model may not in all cases be protectable under
intellectual property laws, there can be no assurance that we can prevent
competitors from marketing the same or similar products and
services.




9





Product
liability claims against us could result in adverse publicity and potentially
significant monetary damages.





As with
other producers of cleaning agents, we are also exposed to risks associated with
product liability claims if the use of our products results in injury or
illness. We cannot predict what impact such product liability claims or
resulting negative publicity would have on our business or on our brand image.
The successful assertion of product liability claims against us could result in
potentially significant monetary damages, diversion of management resources and
require us to make significant payments and incur substantial legal expenses,
although we do carry product liability insurance for potential product liability
claims.   Even if a product liability claim is not successfully
pursued to judgment by a claimant, we may still incur substantial legal expenses
defending against such a claim. Finally, serious product quality concerns could
result in governmental action against us, which, among other things, could
result in the suspension of production or distribution of our products, loss of
certain licenses, or other governmental penalties.





Control
of oil and gas reserves by state-owned oil companies may impact the demand for
our Plastic2Oil services and create additional risks in our
operations.





Much of
the world’s oil and gas reserves are controlled by state-owned oil companies.
State-owned oil companies may require their contractors to meet local content
requirements or other local standards, such as joint ventures, that could be
difficult or undesirable for the Company to meet. The failure of our planned P2O
to meet the local content requirements and other local standards may adversely
impact the Company’s operations in those countries.





In
addition, many state-owned oil companies may require integrated contracts or
turn-key contracts that could require the Company to provide services outside
its core business.





Growth
in our revenues and earnings depends on our ability to successfully assimilate
our new businesses.





We have
recently acquired several new businesses and cannot guarantee that we will be
able to successfully assimilate our new businesses in the future. Moreover,
acquisitions involve a number of risks, including:




●
            Integrating the
      operations and personnel of the acquired businesses;●
            Operating in new
      markets with which we are not familiar;●
            Incurring unforeseen
      liabilities at acquired businesses;●
            Disruption to our
      existing business;●
            Failure to retain
      key personnel of the acquired businesses;●
            Impairment of
      relationships with employees, manufacturers and customers;
and●
            Incorrectly valuing
      acquired entities.




In
addition, integrating acquired businesses into our existing mix of businesses
may result in substantial costs, diversion of our management resources or other
operational or financial problems. Unforeseen expenses, difficulties and delays
frequently encountered in connection with the integration of acquired entities
and the rapid expansion of operations could inhibit our growth, result in our
failure to achieve acquisition synergies and require us to focus resources on
integration rather than other more profitable areas. Acquired entities may
subject us to unforeseen liabilities that we did not detect prior to completing
the acquisition or liabilities that turn out to be greater than those we had
expected. These liabilities may include liabilities that arise from
non-compliance with environmental laws by prior owners for which we, as a
successor owner, will be responsible.





Volatility
in refined product margins could materially affect our Plastic2Oil business and
operating results





Plastic2Oil
operating results will be dependent to a large extent upon the relationship for
what we pay for plastic feedstock and the prices at which we are able to sell
our end products. Volatility in the pricing of feedstock as well as the supply
and demand for commodities could have a significant impact on this
relationship.




10





Our
inability to obtain adequate supplies of plastic feedstock could affect our
business and future operating results in a materially adverse way.





We will
meet our plastic supply through purchases and agreements with third party
suppliers. It is possible that an adequate supply of plastic feedstock may not
be available to our processors to meet daily processing requirements.





Risks
Associated with Our Shares of Common Stock





If
we fail to establish and maintain an effective system of internal control, we
may not be able to report our financial results accurately or to prevent
fraud.  Any inability to report and file our financial results
accurately and timely could harm our reputation and adversely impact the trading
price of our common stock.





Effective
internal control is necessary for us to provide reliable financial reports and
prevent fraud.  If we cannot provide reliable financial reports or
prevent fraud, we may not be able to manage our business as effectively as we
would if an effective control environment existed, and our business and
reputation with investors may be harmed.  As a result, our small size
and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital.  We have not
performed an in-depth analysis to determine if in the past un-discovered
failures of internal controls exist, and may in the future discover areas of our
internal control that need improvement.





Our
common stock is quoted on the OTC bulletin board which may have an unfavorable
impact on our stock price and liquidity.




Our
common stock is quoted on the OTC Bulletin Board.  The OTC Bulletin
Board is a significantly more limited market than the New York Stock Exchange or
NASDAQ system.  The quotation of our shares on the OTC Bulletin Board
may result in a less liquid market available for existing and potential
stockholders to trade shares of our common stock, could depress the trading
price of our common stock and could have a long-term adverse impact on our
ability to raise capital in the future.





There
is limited liquidity on the OTCBB.




When
fewer shares of a security are being traded on the OTCBB, volatility of prices
may increase and price movement may outpace the ability to deliver accurate
quote information. Due to lower trading volumes in shares of our common stock,
there may be a lower likelihood of one's orders for shares of our Common Stock
being executed, and current prices may differ significantly from the price one
was quoted at the time of one's order entry.




Our
common stock is thinly traded, so you may be unable to sell at or near asking
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate your shares.




Currently
our Common Stock is quoted in the OTC Bulletin Board market and the trading
volume we will develop may be limited by the fact that many major institutional
investment funds, including mutual funds, as well as individual investors follow
a policy of not investing in Bulletin Board stocks and certain major brokerage
firms restrict their brokers from recommending Bulletin Board stocks because
they are considered speculative, volatile and thinly traded. The OTC Bulletin
Board market is an inter-dealer market much less regulated than the major
exchanges and our Common Stock is subject to abuses, volatility and shorting.
Thus there is currently no broadly followed and established trading market for
our Common Stock. An established trading market may never develop or be
maintained. Active trading markets generally result in lower price volatility
and more efficient execution of buy and sell orders. Absence of an active
trading market reduces the liquidity of the shares traded there.




The
trading volume of our Common Stock has been and may continue to be limited and
sporadic. As a result of such trading activity, the quoted price for our Common
Stock on the OTC Bulletin Board may not necessarily be a reliable indicator of
its fair market value. Further, if we cease to be quoted, holders would find it
more difficult to dispose of, or to obtain accurate quotations as to the market
value of our Common Stock and as a result, the market value of our Common Stock
likely would decline.




11




Our
common stock is subject to price volatility unrelated to our
operations.





The
market price of our Common Stock could fluctuate substantially due to a variety
of factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of other companies in the same industry,
trading volume in our Common Stock, changes in general conditions in the economy
and the financial markets or other developments affecting our competitors or us.
In addition, the stock market is subject to extreme price and volume
fluctuations. This volatility has had a significant effect on the market price
of securities issued by many companies for reasons unrelated to their operating
performance and could have the same effect on our Common Stock.





Our
common stock may be classified as a “penny stock” as that term is generally
defined in the securities exchange act of 1934 to mean equity securities with a
price of less than $5.00.As such our common stock would be subject to rules that
impose sales practice and disclosure requirements on broker-dealers who engage
in certain transactions involving a penny stock.




We may be subject to the penny stock
rules adopted by the Securities and Exchange Commission that require brokers to
provide extensive disclosure to its customers prior to executing trades in penny
stocks. These disclosure requirements may cause a reduction in the trading
activity of our Common Stock, which in all likelihood would make it difficult
for our stockholders to sell their securities.




Rule
3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a
"penny stock," for purposes relevant to us, as any equity security that has a
minimum bid price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to a limited number of exceptions which are not
available to us. This classification would severely and adversely affect any
market liquidity for our Common Stock.




For any
transaction involving a penny stock, unless exempt, the penny stock rules
require that a broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a written
agreement to the transaction setting forth the identity and quantity of the
penny stock to be purchased.  In order to approve a person's account
for transactions in penny stocks, the broker or dealer must obtain financial
information and investment experience and objectives of the person and make a
reasonable determination that the transactions in penny stocks are suitable for
that person and that that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in penny
stocks.




The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form, sets forth:




•
            The
      basis on which the broker or dealer made the suitability determination,
      and


•
            That
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.




Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and commission payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.




Because
of these regulations, broker-dealers may not wish to engage in the
above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our Common Stock, which may
affect the ability of selling shareholders or other holders to sell their shares
in any secondary market and have the effect of reducing the level of trading
activity in any secondary market. These additional sales practice and disclosure
requirements could impede the sale of our common stock, if and when our common
stock becomes publicly traded. In addition, the liquidity for our common stock
may decrease, with a corresponding decrease in the price of our common stock.
Our Common Stock, in all probability, will be subject to such penny stock rules
for the foreseeable future and our shareholders will, in all likelihood, find it
difficult to sell their common stock.




12


SHOULD
ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.




Special
Note Regarding Forward-Looking Statements




This
filing contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and good faith
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.




The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our proposed
services and the products we expect to market, our ability to establish a
customer base, managements’ ability to raise capital in the future, the
retention of key employees and changes in the regulation of our
industry.




There may
be other risks and circumstances that management may be unable to predict. When
used in this filing, words such as, “believes,” “expects,” “intends,” “plans,”
“anticipates,” “estimates” and similar expressions are intended to identify and
qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.




ITEM
1B.            UNRESOLVED
STAFF COMMENTS





None.





ITEM
2.              
PROPERTY





Our principal executive offices are
located at 500 Technology Square, Suite 150, Cambridge, MA 02139.  In
July 2009, we entered into a lease agreement to rent office space of 790
sq. ft. in Cambridge, Massachusetts for a base term of 12 months.  The
Company's CEO prepaid the office rental expenses for the term of the
lease.  The Company also leases a 636 square foot office space in
Clearwater, Florida for a base term of 12 months. Pak-It leases approximately 1
1⁄2 acre of land with about 60,000 square feet of office and manufacturing space
in Philadelphia, Pennsylvania for $50,000 per year. Javaco leases 8,000 square
feet of office and warehouse space in Hilliard, Ohio for $56,000 per
year.  The Company also performs R & D and administrative
functions from a facility in Niagara Falls, ON.




ITEM
3.               LEGAL
PROCEEDINGS





We are
not a party to any legal proceedings, there are no known judgments against the
Company, nor are there any known actions or suits filed or threatened against it
or its officers and directors, in their capacities as such.  We are
not aware of any disputes involving the Company and the Company has no known
claim, actions or inquiries from any federal, state or other government agency.
 We are not aware of any claims against the Company or any
reputed claims against it at this time except for claims of two former employees
of PakIt the subsidiary (DCL Solutions). These former employees have alleged
that certain monies are due them pursuant to their employment agreements and the
Company has retained legal counsel to handle the claims.  The amount
of the claims are deemed immaterial to the Company.




ITEM
4.               (Removed
and Reserved).




13





PART
II




ITEM
5.               MARKET FOR COMPANY'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





Price
Range of Common Stock





Our
common stock is quoted for trading on the OTCBB under symbol JBII. The following
table sets forth the high and low trade information for our common stock. The
prices reflect inter-dealer quotations, do not include retail mark-ups,
markdowns or commissions and do not necessarily reflect actual
transactions.





Periods
            
            High
            
            LowQuarter
      EndedMarch
      31,  2008
            
            $
            .27
            
            $
            .14June
      30, 2008
            
            $
            .14
            
            $
            .10September
      30, 2008
            
            $
            .10
            
            $
            .05December
      31, 2008
            
            $
            .05
            
            $
            .01M
      March 31, 2009
            
            
            .03
            
            
            .001June
      30, 2009
            
            
            2.00
            
            
            .001September
      30, 2009
            
            
            1.90
            
            
            .77December
      31, 2009
            
            
            7.70
            
            
            .92





Holders
of Our Common Stock




As of
March 31, 2010, the Company had 50,102,200 shares of $0.001 par value common
stock issued and outstanding held by approximately 2000 shareholders of
record.




JBI’s
Transfer Agent is Pacific Stock Transfer Company, 500 E Warm Springs Road, Suite
240, Las Vegas, Nevada 89128, telephone number (702) 361-3033.




Dividend
Policy





JBI has
never declared or paid any cash dividends on its common stock. For the
foreseeable future, JBI intends to retain any earnings to finance the
development and expansion of its business, and it does not anticipate paying any
cash dividends on its common stock. Any future determination to pay dividends
will be at the discretion of the Board of Directors and will be dependent upon
then existing conditions, including JBI’s financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the board of directors considers relevant.




Entry
into a Material Definitive Agreement.





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 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 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.





In 2009
Mr. Bordynuik exchanged cash for 66,667 shares of stock (at $3 per share) and he
received 23,846 shares to cancel debt at $3 per share.   Since
April 2009 Mr. Bordynuik has returned 31 million shares of his personal stock to
the Company.  The Company issued Mr. Bordynuik 1 million shares
of preferred stock with no conversion, no dividend rights but with 100 to 1
voting rights (as compared to common stock).




14




On August
24, 2009, the Company purchased 100% of the issued and outstanding shares of
JavaCo, Inc. from Domark International, Inc. in exchange for $150,000 in cash
and 2,500,000 shares of common stock.  On the same date the Company
issued 1,000,000 shares of common stock to Domark in exchange for media credits
that were valued at $9,997,134.





On
September 30, 2009, the Company purchased 100% of the membership interests of
Pak-It, LLC in exchange for $1,200,000 in cash and 625,000 shares and the
assumption of $2,665,000 in short and long term debts.





On
January 14, 2010, the Company consummated a confidential private placement with
certain accredited investors for the issuance and sale of 8,260,842 shares of
the common stock.  The offering was at $0.80 and the gross proceeds
received by the Company were $6,608,673.  The offering was made in
connection with the acquisition of Pak-It, LLC and within the offering converted
$2,736,000 of debt owed to the Pak-It members at a per share price of
$0.80.





As a
result of the private placement the Company paid all debt (except normal
recurring accounts payable and accruals) and had $4.09 million in available cash
at December 31, 2009.





Presently
Mr. Bordynuik personally owns approximately 9 million shares of common stock
(restricted) and 1 million shares of preferred stock (restricted no
dividends).





ITEM
6.               SELECTED
CONSOLIDATED FINANCIAL DATA





Our
selected consolidated financial data set below is derived from our audited
financial statements. The following selected consolidated financial data should
be read in conjunction with our “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our consolidated financial
statements and accompanying notes included in Item 7 and Item 8,
respectively.





In
000’s


2009
            
            
            
            
            
            2008Sales
            
            
            13,402
            
            
            
            
            
            
            13,810Cost
      of Goods Sold
            
            
            10,
      327
            
            
            
            77
            %
            
            
            11,189
            
            
            
            81
            %Gross
      Profit
            
            
            3,075
            
            
            
            25
            %
            
            
            2,621
            
            
            
            19
            %S,
      G&A, other income and interest expense
            
            
            3,102
            
            
            
            23
            %
            
            
            2,725
            
            
            
            20
            %Net
      Income
            
            
            (27
            )
            
            
            (.2
            %)
            
            
            (104
            )
            
            
            (2
            %)








ITEM
7.               MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Management’s
Discussion and Analysis contains various “forward looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
regarding future events or the future financial performance of the Company that
involve risks and uncertainties. Certain statements included in this Form 8-K,
including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to “anticipates”,
“believes”, “plans”, “expects”, “future” and similar statements or expressions,
identify forward looking statements. Any forward-looking statements herein are
subject to certain risks and uncertainties in the Company’s business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers, difficulties of hiring or retaining key
personnel and any changes in current accounting rules, all of which may be
beyond the control of the Company. The Company adopted at management’s
discretion, the most conservative recognition of revenue based on the most
astringent guidelines of the SEC in terms of recognition of revenue. The
Company’s actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth therein.




15




In
addition, the foregoing factors may affect generally our business, results of
operations and financial position. Forward-looking statements speak only as of
the date the statement was made. We do not undertake and specifically decline
any obligation to update any forward-looking statements.




Plan
of Operations





Overview





Management
began executing its business plan in 2009 by acquiring three revenue generating
sources in 2009 and concentrating R & D resources on scaling P2O for a 2010
launch. Detailed summaries of each acquisition and P2O are described
below.





Through
recruiting efforts and these acquisitions, management believes that it has
quickly assembled an experienced team of professionals that will allow the
Company to grow both organically (within each subsidiary) and through
synergistic acquisitions that have a demonstrated propensity towards being
eco-friendly.





The
Company believes that synergistic conglomerates will reemerge as an effective
way to pool financial and management resources and as such, JBI is positioning
itself to pool resources so it can effectively deal with local and global issues
of sustainability.   By offering “green” products and continuing
to use its proprietary technologies the Company will help create solutions to
enormous problems.  From Pak-ItTM products, where we save fuel by “not
shipping water”, to Plastic2Oil where we will create fuel from what is currently
a costly plastics disposal problem, the Company is well positioned for
growth.





In
addition to the management expertise that came with the acquisitions, the
Company has hired Ronald C. Baldwin, Jr. as CFO and Jacob Smith as
COO.  These seasoned executives have already identified areas for
improvement and have acted to make the acquisitions more
profitable.





For
instance, on or about January 20, 2010, Pak-It reduced its workforce from 49 to
36 employees as part of a corporate restructuring of the bulk cleaning component
of the business.  The Company’s Chief Operating Officer, Jacob Smith,
is overseeing the transition of the plant from primarily a bulk chemical
manufacturing company to a highly automated plant that will allow the Company to
grow revenues by becoming more efficient and producing the water soluble packets
at a rate that will support a national retail launch.  The retail
launch will lead to job creation through an expansion of the bulk manufacturing
capacity as well as the set-up of a new Pak-It plant which is expected to be in
southern New Jersey.





Significant
Developments and Strategic Actions in 2009





In April
2009, John Bordynuik purchased 63% of the issued and outstanding shares of 310
Holdings on April 24, 2009. Subsequently, John Bordynuik was appointed President
and CEO of the Company.





On August
24, 2009, the Company acquired Javaco, Inc. (“Javaco”), for its know-how in
world-wide communications and its business experience in Mexico and South
America. Management intends to utilize Javaco’s expertise to launch Plastic2Oil
sites in Mexico and South America and to develop a secure communications
infrastructure between the Plastic2Oil sites and the Company.  JAVACO,
Inc. currently distributes over 100 lines of equipment from fiber optic
transmitters to RF connectors. To further enhance business in the United States,
new distribution lines are frequently being added including a line of home
theater and audio video products.




On
September 30, 2009, the Company acquired Pak-It, LLC, a Florida limited
liability company. Pak-It operates two business units: 1) a bulk chemical
processing, mixing, and packaging facility, and 2) a patented delivery system
that packages condensed cleaners in small water-soluble packages. The
acquisition of Pak-It, LLC was primarily driven by the Company’s desire to
access the experience that the Pak-It management team has in chemistry,
marketing, sales, operations, finance, and particularly in real estate and
franchise related mergers and acquisitions. Management intends to utilize the
Pak-It team to help grow all of the Company’s business segments, including the
Philadelphia plant, which will perform the following:




16




·
            Bulk
      packaging facility will mix and package the catalyst used in the
      Plastic2Oil process.


·
            Continue
      to manufacture Pak-ItTM water-soluble sachets and assist in setting up
      Canada operations for manufacturing and sale of Pak-It products in
      Canada.





·
            To
      sell cleaners using Pak-It’s technology in the retail
    market.





The
Company has also focused on restructuring the Philadelphia plant and revised the
business plan for growth into the retail market. Management is going forward
with a full retail rollout of Pak-It products. The company engaged Western
Creative, Inc. on January 12, 2010 to assist in planning and marketing the
retail launch. In anticipation of increased demand for product from the retail
launch, management is also reconfiguring the plant and updating its equipment.
The Company is also establishing Canadian manufacturing and distributing
operations in its Niagara Falls location.




Creating
New Technology – Bit by Bit




To
continue the Company’s plan of commercializing data mined from the tape recovery
sector of our business we continue our work on a retrofitted lab-model
Plastic2Oil processor. We also procured a 20 MT (metric ton) Plastic2Oil
processor and are now developing all aspects of the process from procurement, to
automated systems of feeding, processing, and collecting oil..




Using the
prototype, the Company has been successful in producing ASTM certified fuel from
the Plastic2Oil process and proprietary catalyst in quantities up to 100 liters.
The company was unable to test its process in larger quantities as the 20MT
processor is still being assembled. The 20MT processor is being meticulously
assembled and each assembly process is being photographed and logged so that the
processes and procedures for the final operating unit can modeled, independently
tested, and the put into production quickly where plastic discards are readily
available.  Management believes, based upon prototype testing to date,
that each large processor will process 20 metric tons of plastic in a continuous
operation.  Results will vary by location and feedstock
type.




The
Company has made very positive productive progress with its P2O
operations.




On
December 22, 2009, the Company and Rick Heddle agreed to a Joint Venture whereby
Heddle Marine Service, Inc. will retrofit ships with P2O processors. The Company
is now finalizing a JV Agreement for production of its first P2O ship with
Heddle. JBI anticipates contracting with various countries to convert their
plastic waste into oil. Also, JBI has signed a Letter of Intent for the
establishment of an Area Development Agreement (ADA) for 45 P2O sites in the
State of Florida with AS PTO, LLC, an entity controlled by Al Sousa of Largo,
Florida.  Both Heddle and Sousa have strong management capabilities
and are expected to be essential to the scaling up of a nationwide P2O
launch.




JBI continues
to maintain its data recovery and migration business through the use of its tape
drives. It currently has a mobile data container that can be deployed to
migrate data onsite for customers with highly sensitive data. It acquired tape
drives, servers, and the mobile data container through the acquisition of
certain assets from John Bordynuik Inc.  The Company has a large
backlog of tapes to be migrated and is seeking strategic alliances with
international companies that will allow the Company to realize tape revenues
faster, thereby ecreasing the backlog.  The Company is also developing
an intern program that will allow it to recruit, train, and retain top
engineering talent.





Results of
Operations




17




Twelve Months Ended December 31, 2009
Compared to the Twelve Months Ended December 30, 2008


12months
              
              
              12monthsending
              
              
              ending12/31/09
              
              
              12/31/08Revenue
              
              
              $
              13,401,820
              
              
              $
              13,810,856Cost
      of Sales
              
              
              
              10,326,884
              
              
              
              11,189,395Gross
      Profit or (Loss)
              
              
              
              3,074,936
              
              
              
              2,621,461General
      and Administrative Expenses
              
              
              3,106,334
              
              
              
              2,652,210Operating
      Income (Loss)
              
              
              
              -31,398
              
              
              
              -30,749Other
      (Income) ExpenseRoyalty
      and Interest Income
              
              
              91,244
              
              
              
              54,537Interest
      Expense
              
              
              87,080
              
              
              
              127,940Total Other
      Income (Expense)
              
              
              4,164
              
              
              
              -73,403Net
      Income (Loss)
              
              
              
              -27,234
              
              
              
              -104,152





Revenues




Consolidated
revenues decreased $409,000 from $13.811 million for the year-ended December 31,
2008 to $13.402 million for the year ended December 31, 2009.  The
Pak-It and tape reading units recorded increases in revenue and JavaCo recorded
a decrease in revenue.




Revenue
Sources





PakIt: We
derive revenues from the sale of bulk cleaning chemicals (DCL Solutions) and
patented cleaning solutions in water soluble sachets through our Pak-It
subsidiary.   Pak-It had increased revenues primarily due to its
success in marketing Pak-ItTM products to national accounts for their own
use.





JavaCo:
We derive revenues through  the sales and distribution of electronic
components marketed in Mexico and Latin America.  JavaCo had a
decrease in revenue due to general economic conditions and the inability to
provide extended payment terms to Latin American customers.





JBI: We
generate sales through reading high volume legacy data computer tapes for large
institutions and corporations.  JBI had no revenues in 2008 and
therefore had increased sales in 2009.




P2O:
There was no revenue recorded in 2009 for P2O.  We expect that the
commercial launch of Plastic2Oil will result in 2010 sales of the oil which is
expected to be produced by our units.




Gross
Profit




For the
year ended December 31, 2009, our consolidated cost of sales totaled $10.327
(77% of net sales), as compared to $11.189 (82% of net sales) in 2008,
representing a decrease of $862,511, or an improvement of 7% as a percentage of
sales.




The
improvement in costs resulted in an increase in gross profit of
$636,000.




The
largest component of our operating expenses consists of direct costs of
producing product, including material and direct labor costs.  Cost of
sales also includes allocations of other direct and indirect costs associated
with production including such things as utilities, insurance and
depreciation.




Gross profit consists of our total
revenues less our cost of services. Our gross profit has been, and will be,
affected by many factors including (a) demand for our data migration solutions,
Pak-It products, JavaCo products, (b) the selling price of our products, (c) our
cost of services, (d) the introduction of new competitors into each of our
operating business unit industries, (e) our ability to launch our Plastic2Oil
business, and (f) our ability to launch our Pak-It solutions into the retail
market. Additionally, gross profit will be affected by the way in which we
manage the commercial launch of Plastic2Oil and the varying cost, if any, to
acquire plastic feedstock.




18




General and Administrative
Expenses





Selling,
General and Administrative (“S, G & A”) expenses increased by $454,000 in
2009.  The increases were primarily due to increased costs of
professional services and administrative support.  Included in S,G
& A are other expenses such as interest expense, travel, 401K expenses for
DCL Solutions (PakIt) employees.




General
and administrative expenses consist of selling and marketing, general and
administrative, and research and development expenses. Personnel related costs
are the most significant component of each of these expense categories. We
expect to continue to hire employees to support growth in our various operating
subsidiaries for the foreseeable future. In addition, we expect to incur
significant start up costs associated with the expansion of our Plastic2Oil
business as well as the retail launch of Pak-It and further product offerings at
JavaCo. Although we expect our overall operating expenses to increase in
absolute dollar terms for the foreseeable future as we grow our existing
business segments, we expect our overall annual operating expenses to decrease
as a percentage of total annual revenues as we use our existing employees and
our existing products.





In
000’s


Selling,
      General and Administrative
            2009
            2008
            DifferenceOffice
      Salaries
            $  842
            $  782
            $  60Advertising
      & Promotion
            159
            110
            49Office
      Expenses
            670
            613
            57Commissions
            627
            578
            49Professional
      Fees
            478
            321
            157Insurance
            150
            149
            1Regulatory
      Fees
            56
            61
            (5)Depreciation
      & Amortization
            124
            38
            86Total
      SG&A
            3,106
            2,652
            454




Selling
and Marketing





Selling
and marketing expenses are included in S, G & A and consist primarily of (a)
salaries and related personnel costs, (b) commissions for sales, (c) travel,
lodging and other out-of-pocket expenses, (d) other related
overhead.





Commissions
are recorded as an expense when earned by an employee or independent contractor.
We expect increases in selling and marketing expenses in absolute dollar terms
for the foreseeable future as we increase the number of our sales professionals.
We expect that over time our selling and marketing expenses will decrease as a
percentage of total annual revenues as we utilize our current sales
personnel.





Research
and Development





Research
and development expenses are included in S, G & A and consist primarily of
(a) salaries and related personnel costs related to our engineering
organization, (b) payments to suppliers and laboratories for design and
consulting services, (c) costs related to the design and development of new
solutions and enhancement of existing technologies, (d) quality assurance and
testing, and (e) other related overhead expenses.





Stock-Based Compensation





The
company plans to adopt a formal plan which addresses share-based payment awards,
including shares issued under employee stock purchase plans, stock options,
restricted stock and stock appreciation rights.





19




Other Income




Other
income consists primarily of royalty payments for license fees and interest
income earned on cash balances and other non-operating
income.  Royalty and interest income increased from $54,537 in 2008 to
$91,244 in 2009.  We historically have invested our cash in money
market funds only.





Interest Expense





Interest
expense in 2009 consisted of interest on bank and private debt.  As of
December 31, 2009 the Company had paid all such interest bearing loans to
zero.  Interest expense was $87,801 in 2009 as compared to $127,940 in
2008.





LIQUIDITY
AND CAPITAL RESOURCES




As of
December 31, 2009 we have $4,059,123 cash on hand.




Historically,
we have funded our operations through financing activities consisting primarily
of private placements of debt and equity securities with existing shareholders
and outside investors. Our principal use of funds has been for capital
expenditures and general corporate expenses.




During
the twelve months ended December 31, 2009, there was $8,816,714 received from
the sale of company securities. This amount included cash and the conversion of
debt (related to the purchase of PakIt, LLC).  In 2009 cash proceeds
were utilized to pay bank and other interest bearing debts, pay deposits on new
equipment, and pay for operating expenses.




We expect
to rely upon funds raised from private placements, as well as future equity and
debt offerings to implement our growth plan and meet our liquidity needs going
forward.  Management believes that our Company’s cash will be
sufficient to meet our working capital requirements for the next twelve month
period at which point further funding will be necessary. However, we cannot make
assurances that such financing will be available to us on favorable terms, or at
all.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements.




ITEM
7A.            QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required for a Smaller Reporting Company.





20




ITEM
8.               FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA







GATELY& ASSOCIATES




ACCOUNTANTS AND
ADVISORS




PCAOB
REGISTERED




REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM






To
the Board of Directors




JBI,
Inc.




We have
audited the accompanying balance sheets of JBI, Inc. (A Development Stage
Company) as of December 31, 2009 and 2008, and the related statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.




We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of JBI, Inc. (A Development Stage
Company) as of December 31, 2009 and 2008, and the related statements of
operations, stockholders' equity and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.




____________________________________




Gately
& Associates




Winter
Park FL, March 30, 2010




21





JBI,
INC.




FINANCIAL
STATEMENTS




December
31, 2009




PART
I




FINANCIAL
STATEMENTS




JBI,
Inc.




BALANCE
SHEET




As
of December 31, 2009




ASSETS12/31/2009
              
              
              12/31/2008CURRENT
      ASSETSCash
              
              $
              4,059,123
              
              $
              554,205Accounts
      Receivable
              
              
              1,978,539
              
              
              2,036,539Inventory
              
              
              1,474,956
              
              
              1,484,225Prepaid
      Expense
              
              
              185,988
              
              
              289,298Advances
              
              
              -
              
              
              626Media
      Credits
              
              
              9,997,134
              
              
              -Total
      Current Assets
              
              
              17,695,740
              
              
              4,364,893FIXED
      ASSETSProperty
      Plant and Equipment - Net
              
              
              1,242,844
              
              
              707,323Total
      Property Plant and Equipment
              
              
              1,248,845
              
              
              707,323OTHER
      ASSETSDeposits
              
              
              118,607
              
              
              4,333Goodwill
              
              
              5,100,842
              
              
              2,203,803Total
      Other Assets
              
              
              2,208,136
              
              
              7,649,899TOTAL
      ASSETS
              
              $
              24,158,033
              
              $
              7,280,352
 
 The
accompanying notes are an integral part of these financial
statements.




22






JBI,
Inc.




BALANCE
SHEET




As
of December 31, 2009 and 2008




LIABILITIES
AND STOCKHOLDER'S EQUITY




CURRENT
      LIABILITIES
              
              
              12/31/2009
              
              
              12/31/2008Accounts
      Payable & Accrued Expenses
              $
              1,211,125
              
              $
              1,292,873Notes
      Payable & Line of Credit
              
              
              -
              
              
              270,178Loans
      from Shareholders
              
              
              -
              
              
              -Total
      Current Liabilities
              
              
              1,211,126
              
              
              1,563,051LONG-TERM
      LIABILITIESLoans
      Payable
              
              
              -
              
              
              3,358,515Total
      Long-Term Liabilities
              
              
              -
              
              
              3,358,515TOTAL
      LIABILITIES
              
              
              1,211,126
              
              
              4,921,566STOCKHOLDER'S
      EQUITYCommon
      Stock - Par value $0.001;Authorized:
      150,000,000Issued
      and Outstanding: 69,745,998 and 63,700,000
              67,543
              
              
              63,700Additional
      Paid-In Capital
              
              
              20,653,313
              
              
              41,800Accumulated
      Earnings
              
              
              2,226,052
              
              
              2,253,286Total
      Stockholder's Equity
              
              
              22,946,908
              
              
              2,358,786TOTAL
      LIABILITIES AND EQUITY
              $
              24,158,033
              
              $
              7,280,352





The
accompanying notes are an integral part of these financial
statements.




23







JBI,
Inc.




STATEMENT
OF OPERATIONS




For
the twelve months ending December, 2009 and 2008




12
      months
              
              
              12
      monthsending
              
              
              ending12/31/09
              
              
              12/31/2008REVENUE
              
              $
              13,401,820
              
              
              $
              13,810,856COST
      OF SERVICES
              
              
              10,326,884
              
              
              
              11,189,395GROSS
      PROFIT OR (LOSS)
              
              
              3,074,936
              
              
              
              2,621,461GENERAL
      AND ADMINISTRATIVE EXPENSES
              
              
              3,106,334
              
              
              
              2,652,210OPERATING
      INCOME (LOSS)
              
              
              (31,398
              )
              
              
              (30,749
              )OTHER
      (INCOME) EXPENSEInterest
      Income
              
              
              91,244
              
              
              
              54,537Interest
      Expense
              
              
              87,080
              
              
              
              127,940Total
      Other Income (Expense)
              
              
              4,164
              
              
              
              (73,403
              )NET
      INCOME (LOSS)
              
              
              (27,234
              )
              
              
              (104,152
              )Earnings
      (loss) per share
              
              $
              (0.001
              )
              
              $
              (0.00
              )Weighted
      average number of common shares
              
              
              60,080,234
              
              
              
              63,700,000





The
accompanying notes are an integral part of these financial
statements.




24







JBI,
Inc.




STATEMENT
OF STOCKHOLDERS' EQUITY




As
of December 31, 2009




COMMON
              
              
              PAID
              
              
              ACCUM
              
              
              TOTALINSHARES
              
              
              STOCK
              
              
              CAPITAL
              
              
              EARNINGS
              
              
              EQUITYBalance,
      December 31, 2006
              
              
              63,700,000
              
              
              
              63,700
              
              
              
              41,800
              
              
              
              459,222
              
              
              
              564,722Net
      income/(loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,898,216
              
              
              
              1,898,216Balance,
      December 31, 2007
              
              
              63,700,000
              
              
              
              63,700
              
              
              
              41,800
              
              
              
              2,357,438
              
              
              
              2,462,938Net
      income/(loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (104,152
              )
              
              
              (104,152
              )Balance,
      December 31, 2008
              
              
              63,700,000
              
              
              
              63,700
              
              
              
              41,800
              
              
              
              2,253,286
              
              
              
              2,358,786In
      Kind Contribution
              
              
              
              
              
              
              
              
              
              
              18,158
              
              
              
              
              
              
              
              18,158Common
      Stock returned to treasury
              
              
              (10,000,000
              )
              
              
              (10,000
              )
              
              
              10,000
              
              
              
              -
              
              
              
              -at no value on June 16, 2009Common
      stock issued in 2009
              
              
              16,045,998
              
              
              
              13,843
              
              
              
              23,252,575
              
              
              
              
              
              
              
              23,266,418Equity
      adjustment for goodwill in subsidiary
              
              
              
              
              
              
              
              (2,669,220
              )
              
              
              
              
              
              
              (2,669,220
              )Net
      income/(loss)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (27,234
              )
              
              
              (27,234
              )Balance,
      December 31, 2009
              
              
              69,745,998
              
              
              
              67,543
              
              
              
              20,653,313
              
              
              
              2,226,052
              
              
              
              22,946,908





The
accompanying notes are an integral part of these financial
statements.




25






JBI,
Inc.




STATEMENTS
OF CASH FLOWS




For
the twelve months ending December 31, 2009 and 2008




12
      months
              
              
              12
      monthsending
              
              
              endingCASH
      FLOWS FROM OPERATING ACTIVITIES
              
              12/31/2009
              
              
              12/31/2008Net
      income (loss)
              
              $
              (27,234
              )
              
              $
              (104,152
              )Depreciation
      expense
              
              
              123,543
              
              
              
              50,092(Increase)
      decrease in accounts receivable
              
              
              58,000
              
              
              
              82,431(Increase)
      decrease in inventory
              
              
              9,269
              
              
              
              (127,420
              )(Increase)
      decrease in prepaid expenses
              
              
              103,936
              
              
              
              (67,169
              )Increase
      (decrease) in accounts payable/accrued expenses
              
              
              (81,747
              )
              
              
              (134,313
              )Total
      adjustments to net income
              
              
              213,001
              
              
              
              (196,379
              )Net
      cash provided by (used in) operating activities
              
              
              185,767
              
              
              
              (300,531
              )CASH
      FLOWS FROM INVESTING ACTIVITIES Cash
      paid for intangible assets
              
              
              (150,000
              )
              
              
              -Cash
      paid for equipment
              
              
              (535,521
              )
              
              
              (71,722
              )Cash
      paid for investment in subsidiaries
              
              
              (1,374,465
              )
              
              
              -Net
      cash flows provided by (used in) investing activities
              
              
              (2,059,986
              )
              
              
              (71,722
              )CASH
      FLOWS FROM FINANCING ACTIVITIES
              
              
              9,007,830
              
              
              
              -Stock
      issued for cash
              
              
              (3,628,693
              )
              
              
              509,602Cash
      received (paid) on notes payable
              
              
              5,379,137
              
              
              
              510,454Net
      cash flows provided by (used in) financing activitiesCASH
      RECONCILIATION
              
              
              (33,874
              )
              
              
              138,201Net
      increase (decrease) in cash Cash
      - beginning balance
              
              
              554,205
              
              
              
              416,004$
              4,059,123
              
              
              $
              554,205CASH
      BALANCE - END OF PERIOD





The
accompanying notes are an integral part of these financial
statements.




26




NOTE 1 -
ORGANIZATION





Industry – JBI, Inc,
(formerly known as 310 Holdings, Inc.) (the “Company”) was incorporated in the
state of Nevada on April 20, 2006. Our efforts have focused primarily on the
development and implementation of our business plan. Management is transitioning
our company to become a global technology leader whose purpose is to mine data
from John Bordynuik’s large information archive, find under-productive entities
to inject our superior proprietary technologies into, and benefit from increased
productivity and profitability, beginning with Plastic2Oil.





Management
immediately started to execute the business plan by acquiring two
revenue-generating sources during last year. Detailed summaries of each
acquisition are described below.





JAVACO,
INC. - 100% owned
subsidiary





On August
24, 2009, the Company acquired JAVACO, Inc. (“Javaco”), for its know-how in
world-wide communications and its business experience in Mexico and South
America. Management intends to utilize Javaco’s expertise to launch Plastic2Oil
sites in Mexico and South America and to develop a secure communications
infrastructure between the Plastic2Oil sites and the Company.  JAVACO,
Inc. currently distributes over 100 lines of equipment from fiber optic
transmitters to RF connectors. To further enhance business in the United States,
new distribution lines are frequently being added including a line of home
theater and audio video products.





PAK-IT,
LLC. – 100% owned subsidiary





On
September 30, 2009, the Company acquired Pak-It, LLC, a Florida limited
liability company. Pak-It operates two business units: 1) a bulk chemical
processing, mixing, and packaging facility, and 2) a patented delivery system
that packages condensed cleaners in small water-soluble packages. The
acquisition of Pak-It, LLC was primarily driven by the Company’s desire to
access the experience that the Pak-It management team has in chemistry,
marketing, sales, operations, finance, and particularly in real estate and
franchise related mergers and acquisitions. Management intends to utilize the
Pak-It team to help grow all of the Company’s business segments, including the
Philadelphia plant, which will perform the following:





·
            Bulk
      packaging facility will mix and package the catalyst used in the
      Plastic2Oil process.·
            Continue
      to manufacture Pak-It water-soluble sachets and assist in setting up
      Canada operations for manufacturing and sale of Pak-It products in
      Canada.


·
            To
      sell cleaners using Pak-It’s technology in the retail
    space.





The
Company’s fiscal year end is December 31, a calendar year end.





Plastic 2
Oil





See Note
12 – Subsequent Events





NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES





Basis of
Presentation





The
accompanying interim financial statements for the twelve months ended December
31, , 2009, and 2008 have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The results of
operations realized during an interim period are not necessarily indicative of
results to be expected for a full year.




27




Principles of
Consolidation.




The
Company’s consolidated condensed financial statements include assets,
liabilities and operating results of wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.





Estimates and
adjustment





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





Revenue
Recognition





The
Company applies FASB Accounting Standards Codification for revenue
recognition.  The Company recognizes revenue when it is realized or
realizable and earned less estimated future doubtful accounts.  The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.





Cash and Cash
Equivalents





The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.





Fair Value of Financial
Instruments





The
Company follows FASB Accounting Standards Codification for disclosures about
fair value of its financial instruments of the FASB Accounting Standards to
measure the fair value of its financial instruments. FASB Accounting Standards
Codification establishes a framework for measuring fair value in accounting
principles generally accepted in the United States of America (U.S. GAAP), and
expands disclosures about fair value measurements.  To increase
consistency and comparability in fair value measurements and related
disclosures, FASB Accounting Standards Codification establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels.  The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable
inputs.  The three (3) levels of fair value hierarchy defined by FASB
Accounting Standards Codification are described below:





Level
      1
            
            Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting date.Level
      2
            
            Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.Level
      3
            
            Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.





The
carrying amounts of the Company’s financial assets and liabilities, such as cash
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.





The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
December 31, 2009 or 2008, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended December 31,  2009 and 2008.





Income
Taxes




28


The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized.





Earnings Per
Share





Net loss
per common share is computed pursuant to FASB Accounting Standards
Codification.  Basic net loss per share is computed by dividing net
loss by the weighted average number of shares of common stock outstanding during
the period.  Diluted net loss per share is computed by dividing net
loss by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during each period.  There were no
potentially dilutive shares outstanding as of December 31 , 2009 or
2008.





Concentrations of Credit
Risk





Financial
instruments which potentially expose the Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company’s
policy is to place its operating demand deposit accounts with high credit
quality financial institutions that are insured by the FDIC.





Recently Re-codified
Accounting Standards





The
Financial Accounting Standards Board (FASB) took Accounting Standard
Pronouncements and EITFs and codified them into the FASB Accounting Standards
Codification.  The Company also uses as reference SEC rules,
regulations, interpretive releases, and SEC staff guidance.





In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009.  Commencing with its annual
report for the year ending December 31, 2010, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement





-
            of
      management’s responsibility for establishing and maintaining adequate
      internal control over its financial
reporting;





-
            of
      management’s assessment of the effectiveness of its internal control over
      financial reporting as of year-end;
and





-
            of
      the framework used by management to evaluate the effectiveness of the
      Company’s internal control over financial
  reporting.





Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.





Effective
July 1, 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP.  The Codification does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
the authoritative literature related to a particular topic in one
place.  All existing accounting standard documents will be superseded
and all other accounting literature not included in the Codification will be
considered non-authoritative. The Codification is effective for interim and
annual periods ending after September 15, 2009.  The Company does
not expect the adoption to have a material impact on its consolidated financial
position, results of operations or cash flows.




29


In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04 “Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99” which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities.  The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.





In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05 “Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value”, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities.  This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset, b. Quoted
prices for similar liabilities or similar liabilities when traded as assets. 2.
Another valuation technique that is consistent with the principles of topic 820;
two examples would be an income approach, such as a present value technique, or
a market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements.  The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08 “Earnings Per Share –
Amendments to Section 260-10-S99”,which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09 “Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees”.  This Update represents a
correction to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer commentAccounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.





In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12 “Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be made by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.




30


Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.





NOTE 3 -
PROPERTY AND EQUIPMENT





Long-lived
assets, including property and equipment and certain intangible assets, to be
held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of the assets may not
be recoverable.  Impairment losses are recognized if expected future
cash flows of the related assets are less than their carrying
values.  Measurement of an impairment loss is based on the fair value
of the asset.  Long-lived assets and certain identifiable intangibles
to be disposed of are reported at the lower of carrying amount or fair value
less cost to sell.





Property
and Equipment are first recorded at cost.  Depreciation is computed
using the straight-line method over the estimated useful lives of the various
classes of assets as follows:




Computer
      equipment
            3  yearsVehicles
            5  yearsFurniture and
      fixtures
            7  yearsPlant and plant
      machinery
            15  yearsOffice and
      industrial buildings
            25  years




Maintenance
and repairs, as incurred, are charged to expense.  Betterments and
renewals are capitalized in plant and equipment accounts. Cost and accumulated
depreciation applicable to items replaced or retired are eliminated from the
related accounts; gain or loss on the disposition thereof is included as
income.





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.





NOTE 5 –
ACCOUNTS RECEIVABLE





The
Company carries balances from time to time in accounts receivable for services
performed. The Company’s management has established an allowance for doubtful
accounts for those accounts that may not be collectible.





NOTE 6 –
ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts
payable and accrued expenses consist of trade payables from normal operations of
the business.





NOTE 7 –
OPERATING AND CAPITAL LEASE AGREEMENTS





During
July 2009, the Company entered into a lease agreement to rent an office space of
790 sq. ft. in Cambridge, Massachusetts for $40 per rentable square foot per
year with a base term of 12 months.  During November 2009, the Company
entered into a lease agreement to rent office space of 636 sq. ft. in
Clearwater, Florida for $20 per rentable square foot per year with a base term
of 12 months.





Subsidiaries:





JAVACO,
Inc.





31




During
      January 2009, Javaco, Inc. entered into a 24-month lease agreement for
      Dell equipment with monthly payments of $109.43.
              
              October
      1, 2007, Javaco, Inc. entered into a three year lease for 8,000 square
      feet of warehouse and administrative offices at 3670 Parkway Lane in
      Hilliard, Ohio with monthly payments of $4,666.67.


Pak-It,
LLC





On
      November 1, 2007, Dickler Chemical Laboratories, Inc. (a wholly owned
      subsidiary of Pak-It, LLC.) entered into a 5-year renewable lease
      agreement to lease approximately 1 1⁄2 acres of ground with approximately
      60,000 square feet of buildings and improvements thereon erected known as
      4201 Torresdale Avenue in Philadelphia, Pennsylvania with the monthly
      payments of $4,166.66. The lease may be extended for four additional terms
      of five year each. Rent for renewal terms shall be as
    follows:





1st  Renewal term -
$55,000 (years 6-10)


2nd Renewal term - $60,000 (years
11-15)


3rd Renewal term - $65,000 (years
16-20)


4th Renewal term - $70,000 (years
21-25)





NOTE 8 –
NOTES PAYABLE





On
September 30, 2009, the Company issued a liability note payable of $2,665,000
and a note payable of $1,200,000, collectively called the “Notes” to Geoffrey C.
Weber, as Trustee of the Pak-It Members’ Trust.  The notes matured on
December 29, 2009 with interest after date at the rate of ten percent (10%) per
annum computed on the basis of the actual number of days elapsed over the an
assumed 360-day year.  These notes were paid as of December 31,
2009.





Subsidiaries:





JAVACO,
Inc,





·
            On
      May 12, 2005, JAVACO, Inc. entered into a loan with Nissan Finance in the
      amount of $31,847.85.  The loan is a five year loan with an
      interest rate of 4% and a monthly payment of $586.52. This note was paid
      as of December 31, 2009.





·
            On
      March 11, 2008, JAVACO, Inc. entered into an agreement whereby it borrowed
      $205,000 for working capital funds.  The terms of the agreement
      were to charge 6.75% interest per annum until maturity with monthly
      payments of 4,060.48. This note was paid as of December 31,
      2009.





·
            JAVACO,
      Inc. has a $200,000 credit line available, which is renewable with Chase
      Bank on an annual basis and carries an interest rate of 4.25%. The Company
      has renewed this credit line subsequent to the year ended December 31,
      2008. This note was paid as of December 31,
  2009.





Pak-It,
LLC.





·
            On
      October 31, 2007, Pak-It, LLC entered into an agreement whereby it
      borrowed $250,000 for working capital funds. The terms of this agreement
      were to charge 7.75% interest per annum until maturity on October 31, 2013
      with monthly payments of $5,100.  This note was paid as of
      December 31, 2009.





·
            On
      October 31, 2007, Pak-It, LLC entered into an agreement whereby it
      borrowed $750,000 for working capital funds. The terms of this agreement
      were to charge 13.2% interest per annum until maturity on October 31,
      2015. This note was paid as of December 31,
  2009.





·
            On
      October 31, 2007, Pak-It, LLC entered into an agreement whereby it
      borrowed $1,250,000 for working capital funds. The terms of this agreement
      were to charge 10.6% interest per annum until maturity on October 31,
      2013. Beginning on the first day of February 2008 and on the first day of
      each February, May, August, November during the term of this loan,
      interest only payments, calculated at the annual rate of 8% shall be due
      and payable on the amount outstanding from time to time.  This
      note was paid as of December 31,
2009.




32




·
            Pak-It,
      LLC has a $1,550,000 credit line available, which is renewable with
      USAmeriBank (f/k/a Liberty Bank) on an annual basis and carries an
      interest rate of prime rate of interest plus one-half percent. The Company
      has renewed this credit line subsequent to the year ended December 31,
      2008.  This note was paid as of December 31,
    2009.








NOTE 9 –
STOCKHOLDER EQUITY





The
Company has 150,000,000 common shares authorized at par value of $0.001 and
69,745,998  issued and outstanding as of December
31,  2009.





NOTE 10 –
EMPLOYMENT CONTRACT AND INCENTIVE COMMITMENTS





The
Company has no employment contracts and incentive commitments except for a
contract with the CFO which is a three year contract that began on October 1,
2009.  The base salary is $144,000 and is subject to annual
review.





NOTE 11 –
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION





The
Company has experienced net operating losses in previous years and for the
twelve months ending December 31, 2008 and December 31, 2009.  As a
result, no Federal or state income taxes have been paid during those
periods.





For the
twelve months ending December 31, 2009, the Company paid all note payables and
accrued interest due to zero.





For the
twelve months ending December 31, 2009, the Company paid cash interest in the
amounts of $87,081.00





NOTE 12 –
SUBSEQUENT EVENTS





In
February 2010 the Company appointed four new Directors to the
Board.  Their names and biographies are included in Part III
below.





On
February 4, 2010, the Company formed a wholly owned New York corporation, JBI RE
#1, Inc. to purchase an industrial building containing 14, 860 square feet that
is situated on 3.37 acres of land in Niagara Falls, NY.  This entity
will house the first commercial operation of Plastic2Oil (“P2O”).  On
February 9, 2010, the Company formed two Nevada corporations as wholly owned
subsidiaries; Plastic2Oil Land, Inc., Plastic2Oil Marine, Inc. to operate P2O
operations on land and sea, respectively.  The Company expects to
begin commercial operations of converting waste plastic to oil in the second
quarter of 2010.  In addition, the Company entered into its first Area
Development Agreement with AS PTO, LLC to promote licensing and P2O operations
in Florida using a combination of Joint Ventures (JV’s) and Company owned
sites.  In February the first license was issued to Plastic 2 Oil of
Clearwater 1, LLC (a Delaware LLC) and was arranged with members Plastic2Oil
Land, Inc., AS PTO, LLC. and ES Resources, LLC.





John
Bordynuik is the CEO and Director of the Plastic2Oil corporations and he is
overseeing a professional team that is primarily comprised of value based
managers who are also shareholders of JBI.  The Plastic2Oil Land, Inc.
Chief Operating Officer is Robert Shoemaker who, prior to taking on this role,
was CEO of Pak-It, LLC.  Mr. Shoemaker takes no
salary.  Assisting Mr. Shoemaker (also with no salaries) are Richard
M. Haber, Esq., Steven Weiss, Esq., Paul Raymond, Esq., Geoffrey Weber, CPA, and
Al Sousa (Mr. Sousa is the Area Developer for Florida and he provides advisory
services to P2O at no-charge).





The
Company expects to enter into definitive value based compensation arrangements
with the Plastic2Oil managers in the second quarter of 2010.





In
January 2010 the Chief Executive Office cancelled 21,000,000 shares of Common
Stock.




33


NOTE 13 –
GOODWILL





FAS 141
requires the Company to assign a fair market value to the acquired assets for
the Javaco and Pakit acquisitions.  The Company believes that the
asset cost approximates the fair market value of the acquisitions and has
recorded them at cost. The Company has engaged a valuation firm to appraise the
acquired entities and will adjust the carrying value based on the result of
their appraisal.





ITEM
9.               CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





(a) On August 6, 2009, Board
of Directors of the Registrant dismissed Moore & Associates Chartered, its
independent registered public account firm. On the same date, August 6, 2009,
the accounting firm of Seale and Beers, CPAs was engaged as the Registrant's new
independent registered public account firm. The Board of Directors of the
Registrant and the Registrant's Audit Committee approved of the dismissal of
Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as
its independent auditor. None of the reports of Moore & Associates Chartered
on the Company's financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Registrant's audited financial statements contained
in its Form 10-K for the fiscal year ended December 31, 2008 a going concern
qualification in the registrant's audited financial statements.





During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on the registrant's financial statements nor were there any up to and
including the time of dismissal on August 6, 2009.





Due to
the circumstances set forth above, the Company could not obtain an amended
letter from Moore and Associates for this amended Form 8-k.





b) On
August 6, 2009, the registrant engaged Seale and Beers, CPAs as its independent
accountant. During the two most recent fiscal years and the interim periods
preceding the engagement, the registrant has not consulted Seale and Beers, CPAs
regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation
S-K.





As
disclosed in our Form 8-K filed on August 17, 2009 we dismissed Seale and Beers,
CPA as our independent accountant and retained the independent registered public
accounting firm, Gately & Associates, LLC as of August 14,
2009.




ITEM
9A.            CONTROLS
AND PROCEDURES





Management’s Report on
Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:




Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;-
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and-
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.




34




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.




As of the
year ended December 31, 2009 management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were effective to detect the inappropriate application of US GAAP rules as more
fully described below.




It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions




This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.




ITEM
9B.            OTHER
INFORMATION





None.





35




PART
III





ITEM
10.            
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following table sets forth, as of March 31, 2010, the names and ages of all of
our directors and executive officers; and all positions and offices
held.  The director will hold such office until the next annual
meeting of shareholders and until his or her successor has been elected and
qualified.





Name
            
            Age
            
            PositionJohn
      Bordynuik
            
            40
            
            President,
      CEO and DirectorRon
      Baldwin Jr.
            
            50
            
            Chief
      Financial OfficerJacob
      Smith
            
            54
            
            Chief
      Operating Officer and DirectorJohn
      M. Wesson
            
            56
            
            DirectorAmy
      Bradshaw
            
            35
            
            DirectorGregory
      Goldberg
            
            48
            
            Director




Family
Relationships





None





Business
Experience





The
following summarizes the occupation and business experience of our officers and
directors:





John Bordynuik, President,
& Chief Executive Officer, Chief and Director





John
Bordynuik is the founding CEO and President of John Bordynuik Inc., a Delaware
corporation. Mr. Bordynuik is a Consultant to the Math and Computation Group of
the Computer Science and Artificial Intelligence Lab, Massachusetts Institute of
Technology, Cambridge, MA. Mr. Bordynuik solved MIT's problem of reading 30-40
year old tapes by developing highly sophisticated technology to address the
issues related to legacy computer data, and has since recovered thousands of
tapes from the 1960's to 1990's. During 1990-2001, Mr. Bordynuik was employed by
the Ontario Legislative Assembly, Queen's Park, Toronto, in Research and
Development. Mr. Bordynuik has recovered data from old media for the past 20
years to amass the world's largest solution and algorithm archive.





Mr.
Bordynuik was granted a broad US patent (7,115,872) for a dirty bomb detector in
2006.





Ronald C. Baldwin, Jr., Chief
Financial Officer





Mr.
Baldwin is a CPA with 15 years experience in public accounting. Mr. Baldwin is
licensed to practice accounting in Florida and North Carolina and law in
Florida. Mr. Baldwin holds a B.S. in Accounting magna cum laude from the
University of South Florida and a J.D. and L.L.M in Taxation cum laude from the
University of Florida. Mr. Baldwin was admitted to the Florida Bar in
2000.





From 1991
to 2005, Mr. Baldwin was a staff accountant at Baldwin & Weber, CPA’s and
then a partner in R.C. Baldwin, CPA’s providing management advisory services to
small and medium sized business clients. From 2005 to 2007, Mr. Baldwin was the
Manager of Taxation at Moore, Stephens, Lovelace, P.A., a regional CPA firm with
offices in Miami, Orlando, and Tampa. From 2007 to 2009, Mr. Baldwin was the
Vice President of Finance at Hegemon Capital, a special opportunity hedge fund
that was involved in over $100 million in loan placements and equity
investments.




36


Jacob Smith,Chief Operating
Officer and Director





Dr. Smith
is an accomplished professional whose educational background and managerial
expertise will further assist JBI's management team to execute the Company's
growth model. Dr. Smith received a Masters Degree from the University of Chicago
and a Doctor-Medical from Michigan State University in 2002. He obtained
Certificates from Cambridge University in 2006 and from the National Institute
of Health/FDA in 2007. Business Certificates were received from Oxford
University in 2007 and Harvard University in 2009. Dr. Smith then received an
MBA from Ashford University in 2009.





From
2000-2006 he served as a Medical/Surgical Resident. He obtained and managed $8
million of federal funds while prioritizing HIV/AIDS care services and
developing a comprehensive strategic long-range plan for Southeastern Michigan
HIV/AIDS Council. During this time, he also managed and conducted clinical trial
research.





For the
past three years, he has served as an instructor in Business, Biology, and
Healthcare at Davenport University, Livonia, Michigan, conducting courses in
Management, Microeconomics, Macroeconomics, Healthcare, Biology, Anatomy, and
Physiology.





John M. Wesson,
Director





JBI's
first appointed independent Board member is John M. Wesson, a New Jersey
shareholder and 1980 graduate from Drew University, Madison, N.J. with a B.A.,
Psychology and Minor in Ethics.  John is a professional Banker and a
BSA Associate (Bank Secrecy Act) at Bank Leumi USA in New York City. Given this
designation, he works closely with such regulatory agencies as FINCEN (Financial
Crimes Enforcement Network) and Treasury (OFAC).





John has
a progressive record of achievements in the Banking industry and an in-depth
understanding of Regulatory Compliance (Patriot Act, FDIC), BSA (Bank Secrecy
Act), AML (Anti Money Laundering), and Legality issues.


Additionally,
Mr. Wesson has an exemplary military background, employing sound leadership
skills.  He served in the Army Security Agency from 1972 to 1976, on
loan to the National Security Agency and then served 2 years in inactive
reserves.





John
continued his military service by serving in the Regular Army, Military
Intelligence from 1986 to 1991. He was deployed to serve 6 months in Kuwait
& Iraq during Desert Storm, as Squad Leader. From 1989 to 1991, Mr. Wesson
was on loan to the National Security Agency.





Amy Bradshaw,
Director





Ms.
Bradshaw is a results-driven, resourceful career businesswoman with experience
in consulting and industry.  Ms. Bradshaw has contributed and managed
in a variety of corporate functions including accounting, finance, purchasing,
professional services and marketing.  Her previous employers include
PricewaterhouseCoopers, Arthur Andersen and Cerner Corporation. Among her
accomplishments, Amy managed a $65 million business unit that experienced growth
in revenue, margin and operating income while under her leadership.





Ms.
Bradshaw completed her undergraduate studies at Miami
University.  Graduating magna cum laude, Amy earned dual bachelor
degrees in Manufacturing Engineering and Accountancy.  She went on to
become a Certified Public Accountant and maintains membership in the American
Institute of Certified Public Accountants.  Ms. Bradshaw completed her
MBA at the University of Virginia's Darden School of Business.




Amy
currently serves on the Board of Directors of Consensus, a non-profit
organization with the purpose of increasing public engagement in
policymaking.  She is a member of the United Way's Young Leaders
Society, volunteering her time to children's organizations and is a proud
supporter of the arts, assisting in fundraising for the local arts
community.





Gregory
Goldberg,
Director




37


Gregory
Goldberg is an officer and member of PCPM GP, LLC and a manager and member of
Professional Traders Management, LLC (“PTM”). Mr. Goldberg was a Principal at
Ocean View Capital LLC where he managed a long/short equity fund from 1998 to
2003. From 1994 to 1998, Mr. Goldberg was a Managing Director at Prudential
Investments where he was the lead portfolio manager for growth equity products,
including mutual funds, variable annuities and general accounts totaling 2
billion USD. Mr. Goldberg has twenty years of Wall Street experience. Mr.
Goldberg received his Bachelors of Science in Business Administration,
Marketing/Finance, cum laude, from Marist College in 1984.





COMMITTEES
OF THE BOARD OF DIRECTORS





Each of
our Audit Committee, Compensation Committee and Nomination Committee are
composed of a majority of independent board members and are also chaired by an
independent board member.





Audit
Committee


Amy
Bradshaw (Chairman)


John
Wesson


Gregory
Goldberg





Compensation
Committee


John
Wesson (Chairman)


Gregory
Goldberg


Amy
Bradshaw





Nomination
Committee


Gregory
Goldberg (Chairman)


Amy
Bradshaw


John
Wesson





Other  Officers
and Professional Service Providers:





Michael Kaplanis,Vice
President of Mergers, Acquisitions and Strategy





Before
joining JBI, Inc., Michael P. Kaplanis was employed as a Senior Associate in the
Global Equities Energy & Utilities Group with Citadel Investment Group in
Chicago, IL. He joined Citadel in 2007 and was promoted from Associate to Senior
Associate at the end of 2008. During 2009, Mr. Kaplanis became responsible for
coverage of companies in the regulated utility, diversified utility, merchant
power and electric service subsectors of the U.S. Utility Industry for Citadel.
While at Citadel, he provided fundamental research and investment insight to the
Portfolio Manager and his team.




From
2006-2007, Mr. Kaplanis served as an Investment Banking Analyst in the Global
Power and Utilities Group with Morgan Stanley in New York, NY where he performed
analysis of corporate mergers and acquisitions, asset acquisitions and
divestitures, equity and debt offerings, leveraged buyouts, credit assessments,
dividend analysis and share repurchases.  He performed extensive
financial modeling including accretion/dilution, discounted cash flow, leveraged
buyout, comparable company and precedent transaction analysis. Mr. Kaplanis also
worked on an initial public offering of a clean technology company while at
Morgan Stanley.




Mr.
Kaplanis received his Bachelor of Arts from Duke University where he graduated
Summa Cum Laude with a degree in Biological Anthropology and Anatomy and a minor
in history.





Robert G. Shoemaker, Business
Consultant to JBI and will be Chief Operating Officer of Plastic2Oil Land,
Inc.





Robert G.
Shoemaker, is a seasoned financier and MBA with an extensive background in
commercial banking, consulting, operational and executive management,
development and construction of residential and mixed-use communities, and
workouts of distressed loans and investments.




38




Mr.
Shoemaker is an active business consultant and has provided advisory services to
a broad array of clients, primarily in his native Florida marketplace as well as
limited engagements on the national and international
fronts.   His project advisory, lending, and workout experience
totals more than $800 million.  Mr. Shoemaker was formerly CEO of
PakIt, LLC.





His
financial experience dates to the 1980’s and early 1990’s when, during the
Savings & Loan crisis, he acted as a bank liaison to regulatory officials,
coordinated internal loan audits and was in charge of handling complex workouts
of prominent Tampa Bay area developers, while employed by First Florida
Bank.





From 1993
to 2003, Mr. Shoemaker was with Mercantile Bank in St. Petersburg, Florida where
his responsibilities began as Vice President/ Commercial Loan Officer and
concluded as Executive Vice President/Senior Commercial Loan Officer/Senior
Credit Officer. During this period, he was a key part of a dynamic management
team that built Mercantile Bank from an $80 million bank with three offices in
1993 to a $500 million bank with fifteen offices in three counties by
2002.  In September 2002, the bank was acquired by The South Financial
Group and Mr. Shoemaker left the bank in March 2003 to pursue independent
consulting and real estate investment.





Mr.
Shoemaker is also the owner of Mainstreet Homes, Inc., which develops
residential and mixed-use properties, primarily in Florida. Mr. Shoemaker’s
company served as development Manager for two large-scale communities – an 890
unit ($150 million) Community Development District in Pasco County, Florida and
a 40 acre $50 million mixed-use project in Hillsborough County, Florida. His
company is also actively involved in numerous smaller projects throughout the
Tampa-Bay area. Most recently, Mr. Shoemaker served as the Chief Executive
Officer of Pak-It, LLC.





Mr.
Shoemaker has a Bachelor’s degree in finance from Florida State University and a
Master’s in Business Administration from the University of South
Florida.  He is a Florida licensed Building Contractor and an
operating Member of several successful LLC operating and land holding
entities.





Richard Haber, Advisor and
Consultant





Mr. Haber
develops real estate and is also a practicing attorney in Tampa since
1981.   Prior to forming his law partnership (Cramer, Haber &
McDonald), he was a staff attorney for United States Congressman William Cramer
and served as a special counsel to President Gerald R. Ford during his
confirmation hearings to be Vice President of the United States.  Mr.
Haber received a Bachelor’s Degree from the University of Florida and a Juris
Doctorate from American University.  Mr. Haber is admitted to practice
law in the states of Florida and the District of Columbia.  Mr. Haber
was formerly a member of PakIt, LLC.





Geoffrey C. Weber, Assistant
Secretary for JBI and Plastic2Oil and Business Consultant





Mr. Weber
is the President of Bayshore Broadway, Inc.  Bayshore Broadway was
formed in 1991 to plan residential and commercial properties, primarily in
Florida.   The company founder and president, Geoffrey C. Weber
is a seasoned professional and CPA with an extensive background in real estate
development, financing, management, financial, and administrative.





Mr. Weber
is also a sole CPA practitioner providing management advisory
services.   Mr. Weber has an emphasis on real estate development
and construction and he has been involved in over $200 million in loan
placements.  Mr. Weber has been the Chief Financial Officer for
several multi-million dollar companies where he developed systems and operating
procedures for financial reporting for owners, operators, and
banks.  Mr. Weber was formerly a Managing Member of PakIt,
LLC.





From July
1983 to November 1992, Mr. Weber was a partner in a CPA firm, Baldwin &
Weber, CPA’s that provided management advisory services to small and medium
sized business clients.   Mr. Weber provided services to a
variety of clients in Florida, Connecticut, and New Jersey




39




From July
1981 to June 1983, Mr. Weber was the Audit Supervisor for the $1 billion
privately held Lykes Bros., Inc. where he performed audits of most subsidiaries,
including juice processing, distribution, trucking, and more.





From July
1978 to June 1981, Mr. Weber was a staff accountant for the international
accounting firm of Deloitte Haskins + Sells (now Deloitte +
Touche).  While with Deloitte Mr. Weber was in-charge or first
assistant on a wide variety of clients, including banks, mortgage companies,
manufacturing and distribution companies.





Mr. Weber
has a Bachelors of Business Administration from James Madison University and
became a Florida Certified Public Accountant in 1982.  He is a Member
of American Institute of CPA's and is an Associate Member of the Association of
Certified Fraud Examiners.  Mr. Weber has a business certificate from
Harvard Business School for Corporate Restructuring, Mergers and
Acquisitions.





ITEM
11.             EXECUTIVE
COMPENSATION





The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us for the fiscal year ended December 31, 2009. The following summary
compensation table sets forth all compensation awarded to, earned by, or paid to
the named executive officers paid by us during the year ended December 31, 2009,
in all capacities for the accounts of our executives, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO):





SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
      Awards
              ($)
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            
            All
      Other Compensation
              ($)
            
            Totals
              ($)John
      Bordynuik, President, Chief Executive Officer
            
            2009
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0and
      DirectorRonald
      Baldwin, Jr.
            
            2009
            
            $
            36000
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            36000Chief
      Financial OfficerDr.
      Jacob Smith,
            
            2009
            
            $
            16000
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            16000Chief
      Operating Officer





Option Grants
Table.There were
no individual grants of stock options to purchase our common stock made to the
executive officers named in the Summary Compensation Table through December 31,
2009.





Aggregated Option Exercises
and Fiscal Year-End Option Value Table.There were no stock options
exercised during period ending December 31, 2009, by the executive officers
named in the Summary Compensation Table.





Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officers in the last
completed fiscal year under any LTIP





Compensation of
Directors




Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.




40




Employment
Contracts





On
October 1, 2009, the Company entered into an Employment Agreement (the
“Employment Agreement”) with Mr. Baldwin, The Company subsequently assigned Mr.
Baldwin to its wholly owned subsidiary Pak-It, LLC (“Pak-It”) to serve as
Pak-It’s Chief Financial Officer.





Pursuant
to the Employment Agreement, Mr. Baldwin will serve a three year term at an
annual base salary of $144,000. Mr. Baldwin’s annual salary is subject to review
by the Company’s Board of Directors on an annual basis; however, the annual base
salary shall not be less than $144,000 for any annual period. Mr. Baldwin was
responsible for implementing financial reporting software with the Company's
engineers as well as financial and audit controls for the Company and all of its
subsidiaries.





In
addition, the Company, Mr. Baldwin and the law firm of MacFarlane, Ferguson
& McMullen (the “Escrow Agent”) entered into an escrow agreement (the
“Escrow Agreement”), whereby the Company has deposited $144,000 with the Escrow
Agent representing a severance amount to be paid to Mr. Baldwin under certain
circumstances set forth in the Employment Agreement.





Stock
Option Grants




There
were no stock options granted on common shares in fiscal year 2009, with respect
to the Chief Executive Officer and the other named executives listed in the
Summary Compensation Table.




Stock
Option Exercised




There
were no stock options exercised on common shares in fiscal year 2009, with
respect to the Chief Executive Officer and the other named executives listed in
the Summary Compensation Table.




Outstanding
Equity Awards at Fiscal Year-End




None.




Aggregated
Option Exercises and Fiscal Year-End Option Values




None.




Long-Term
Incentive Plan Awards Table




We do not
have any Long-Term Incentive Plans.




Pension
Benefits Table




None.




Nonqualified
Deferred Compensation Table




None.




All
Other Compensation Table




None.




Perquisites
Table




None.




Potential
Payments Upon Termination Or Change In Control Table




None.




41




Code
of Ethics




We have
adopted a code of ethics that applies to all of our executive officers,
directors and employees. Code of ethics codifies the business and ethical
principles that govern all aspects of our business. This document will be made
available in print, free of charge, to any shareholder requesting a copy in
writing from the Company. A copy of our code of ethics was with the Form 10-K
for the year ended December 31, 2006, filed on March 2, 2007.







ITEM
12.            SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of March 31,
2010, and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.





The
address of each owner who is an officer or director is c/o the Company at 500
Technology Square, Suite 150, Cambridge, Massachusetts 02139.




Title
      of Class
            Name
      of Beneficial Owner (1)
            
            Number
      of
              shares
            Percent
      of
              Class
      (2)Common
            John
      Bordynuik, Chairman and Chief Executive Officer,
      President
            
            
            9,273,846
            
            18
            %Common
            Ron
      Baldwin, Jr. Chief Financial Officer
            
            
            0
            
            0
            %Common
            Jacob
      Smith, Chief Operating Officer, Director
            
            
            100,000
            
            Less
      than 1
            %Common
            Amy
      Bradshaw, Director
            
            
            129,450
            
            Less
      than 1
            %Common
            John
      Wesson, Director
            
            
            825,004
            
            1
            %Common
            Gregory
      Goldberg
            
            
            65,000
            
            Less
      than 1
            %Series
      A Super Voting Preferred Stock
            John
      Bordynuik
            
            
            1,000,000
            
            100
            %All
      officers and directors as a group (6 persons)
            
            
            10,369,454
            
            20
            %All
      officers, directors and 5% holders as a group (6
      persons)
            
            
            10,369,454
            
            20
            %





(1)
            Beneficial
      ownership is determined in accordance with Rule 13d-3(a) of the Exchange
      Act and generally includes voting or investment power with respect to
      securities.(2)
            Based
      on 50,102,200 common shares issued and outstanding as of March 2, 2010 and
      1,000,000 Series A Super Voting Preferred Stock issued and
      outstanding.





Changes
in Control





We are
not aware of any arrangements that may result in a change in control of the
Company.





42





DESCRIPTION
OF SECURITIES





General





As of
March 31, 2010, our authorized capitalization was 155,000,000 shares of capital
stock, consisting of 150,000,000 shares of common stock, $0.001 par value per
share and 5,000,000 shares of preferred stock, $0.001 par value per
share.





Common
Stock





We are
authorized to issue 150,000,000 shares of common stock, $.001 par value per
share. As of the date hereof, 50,102,200 common shares are issued and
outstanding.




Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the
shares of common stock voting for the election of directors cannot necessarily
elect all of the directors. Holders of our common stock representing a majority
of the voting power of our capital stock issued and outstanding and entitled to
vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to our Articles of
Incorporation.




Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.




Preferred
Stock




We are
authorized to issue 5,000,000 shares of preferred stock, $.001 par value per
share.  As of the date hereof, 1,000,000 Series A Super Voting
Preferred Shares are issued and outstanding. Holders of the Series A Super
Voting Preferred Shares have one hundred (100) times the number of votes that
holders of common stock are entitled to on all matters submitted to shareholders
for their action or consideration.




Subject
to the approval of the then current shareholders, the Board of Directors is
empowered to designate and issue from time to time one or more classes or series
of Preferred Stock and to fix and determine the relative rights, preferences,
designations, qualifications, privileges, options, conversion rights,
limitations and other special or relative rights of each such class or series so
authorized. If approved by the shareholders, such action could adversely affect
the voting power and other rights of the holders of the Company’s capital shares
or could have the effect of discouraging or making difficult any attempt by a
person or group to obtain control of the Company.




Dividend Policy




It is
unlikely that we will declare or pay cash dividends in the foreseeable future.
We intend to retain earnings, if any, to expand our operations.




ITEM
13.            CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





On April
24, 2009, John Bordynuik purchased 40,250,000 shares of the Company common
stock, representing 63.19% voting interest from then President and Chief
Executive Officer, Nicole Wright.  Simultaneously, the officers and
directors resigned and appointed Mr. Bordynuik as the Company’s sole officer and
director. On June 30, 2009, the Company entered into a stock purchase agreement
whereby the Company agreed to sell 66,667 shares of the Company’s common
stock to John Bordynuik, Inc. (“JBI”), a Delaware corporation controlled by
Mr. Bordynuik for an aggregate value of $200,000.




43




On July
15, 2009, the Company closed on an asset purchase agreement to purchase and
assume certain assets of John Bordynuik, Inc., in exchange for the issuance of
809,593 shares of the Company’s common stock.





As of
June 30, 2009, $71,538 of stockholder loan payable was used as operating
expenses. On June 30, 2009, the Company issued 23,846 shares of restricted
common stock in satisfaction of stockholder loans payable for a value of
principal and interest in the amount of $71,538, or $3.00 per
share.





In July
2009, the Company entered into a lease agreement to rent office space of 790 sq.
ft. in Cambridge, Massachusetts for a base term of 12 months.  The
sole officer and director prepaid the office rental expenses for the term of the
lease.





Except as
set forth above, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a
party:





(A)
            Any
      of our directors or officers;(B)
            Any
      proposed nominee for election as our director;(C)
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our Common Stock;
    or





Any
relative or spouse of any of the foregoing persons, or any relative of such
spouse, who has the same house as any of our directors or
officers.


ITEM
14.             PRINCIPAL
ACCOUNTANT FEES AND SERVICES





As
outlined in the table below, we incurred the following fees for the fiscal years
ended December 31, 2009 and December 31, 2008, respectively, for professional
services rendered by Gately & Associates, LLC our independent registered
accounting firm, for the audit of the Company's annual financial statements and
for audit-related services, tax services and all other services, as
applicable.





Service Provided
            Fiscal 2009
            
            Fiscal 2008(2)Audit
      Fees(1)Annual
      Audit
            $84, 400
            
            $
      *Audit
      Related FeesAssurances
      and Related Sources
            25,000
            
            *Tax
      Fees)Tax
      Services
            0
            
            
            *All
      Other FeesFees
      for other services
            0
            
            *Total
      Fees
            $109,400
            
            
            *





(1) Audit
fees for fiscal year 2009 and 2008 include professional services rendered
by our independent registered public accounting firm and third party
accounting services for the annual audit of the Company’s financial
statements and internal controls and the reviews of the financial statements
included in the Company’s Quarterly Reports on Form 10-Q.


(2) The
Company effected a change of control in 2009 and the current management does not
have this information.




44




The
Company’s Audit Committee has policies and procedures that require the
pre-approval by the Audit Committee of all fees paid to, and all services
performed by, the Company’s independent registered public accounting firm. At
the beginning of each year, the Audit Committee approves the proposed services,
including the nature, type and scope of services contemplated and the related
fees, to be rendered by these firms during the year. In addition, Audit
Committee pre-approval is also required for those engagements that may arise
during the course of the year that are outside the scope of the initial services
and fees initially pre-approved by the Audit Committee.





PART
IV





ITEM
15.             EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES





Exhibit
      Number
            
            Description10.1
            
            Asset
      Purchase Agreement *10.2
            
            Unit
      Purchase Agreement by and among 310 Holdings, Inc., Pak-It, LLC and the
      Pak-It, LLC Unitholders**10.3
            
            Loan
      Agreement**10.4
            
            Pledge
      Escrow Agreement**10.5
            
            Security
      Agreement Inventory**10.6
            
            Security
      Agreement Equipment**10.7
            
            Security
      Agreement Accounts, General Intangibles, Contract
  Rights**10.8
            
            $1,200,000
      Note**10.9
            
            $2,665,000
      Liability Note**





31.1
            Rule 1 3a-14(a)/15d- 14(a)
      Certifications of the Chief Executive Officer and Chief Financial
      Officer31.2
            Rule 13a-14(a)/15d-14(a)
      Certifications of the Chief Executive Officer and Chief Financial
      Officer32.1
            Section 1350 Certification of the
      Chief Executive Officer32.2
            Section 1350 Certification of the
      Chief Financial Officer99.1
            
            Press
      Release**99.2
            
            Proforma
      Financials**





*
Incorporated by reference to Form 8-K filed on June 26, 2009.


**
Incorporated by reference to Form 8-K October 1, 2009.




45


Signatures





In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form 10-K and authorized this registration statement
to be signed on its behalf by the undersigned, on the 31st day of March,
2010.





Date:
      March  31, 2010
            By:
            /s/John BordynuikName:
      John BordynuikTitle:
      President, CEO, Director








Date:
      March  31, 2010
            By:
            /s/Ron Baldwin, Jr.Name:
      Ron Baldwin, Jr.Title:
      Chief Financial Officer





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.





Signature
            
            Title
            
            Date/s/
      John Bordynuik
            
            Director
      and Chairman of the Board;
            
            March
      31, 2010John
      Bordynuik
            
            President
      and Chief Executive Officer/s/
      Ron Baldwin, Jr.
            
            Chief
      Financial Officer
            
            March
      31, 2010Ron
      Baldwin, Jr./s/
      Jacob Smith
            
            Chief
      Operating Officer and Director
            
            March
      31, 2010Jacob
      Smith/s/
      Amy Bradshaw
            
            Director
            
            March31,
      2010Amy
      Bradshaw/s/ John Wesson
            
            Director
            
            March
      31, 2010John
      Wesson/s/Gregory Goldberg
            
            Director
            
            March
      31, 2010Gregory
      Goldberg