You are correct but the very legal process as to how I "legally" got JBI NV shares, yes, that I am keeping secret, most from the 2008 offering know, it really is nothing earth shattering.
JOHNSON, Scott 66,000
Justice37 Share Thursday, March 10, 2011 7:24:35 PM
Re: jimmenknee post# 95831 Post # of 95837
Nope.
Wrong.
Yes it was.
You are correct but the very legal process as to how I "legally" got JBI NV shares, yes, that I am keeping secret, most from the 2008 offering know, it really is nothing earth shattering.
I work with families that were abandoned by a parent, divorce sometimes is never filed. Don't know if that is the case, however, business, abandoned, no assets, no address, no phone number.
You haven't found the current documented proof for some of this. I'm sorry you don't accept what I was told by the company.
siliconinvestor.com
JOHNSON, Scott 66,000
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 REGISTRATION STATEMENT
John Bordynuik, Inc.
Filing Date 2009-04-06
sec.gov |
