In other words, the first publicly traded shares that I owned, were the 310 Holding shares later renamed JBI.
Scott Johnson (Justice37 on Ihub).
Not so, according to the SEC filings.
Expedite 2, Inc. - JOHN BORDYNUIK, INC.
Johnson, Scott 66,000
Expedite 2, Inc.
We were founded in the State of Delaware on September 27, 2007 as Expedite 2, Inc. On February 10, 2009 we entered into a Stock Purchase and Share Exchange Agreement (“Exchange Agreement”) with John Bordynuik, Inc. (“JBI”), an Ontario corporation and each of the JBI Shareholders whereby JBI became our wholly owned subsidiary. On February 13, 2009 we filed a Certificate of Amendment changing our name to John Bordynuik, Inc.
Item 15. Recent Sales Of Unregistered Securities.
We were incorporated in the State of Delaware in September 2007 and 100,000 shares of common stock were issued to Sheila Hunter in consideration for $100. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investor had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
In February 2009 we entered into a Stock Purchase and Share Exchange Agreement with John Bordynuik, Inc., (“JBI”) an Ontario Corporation, whereby we exchanged 58,521,250 shares of common stock for all of the issued and outstanding shares of JBI, to the individuals listed below. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
Form S-1 - Filing Date 2009-04-06
John Bordynuik, Inc
sec.gov |
