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To: scion who wrote (21830)4/5/2012 7:01:00 PM
From: scionRead Replies (1) | Respond to of 53574
 
FIRST CLAIM
Violation of Section 17(a) of the Securities Act by All Defendants [15 U.S.C. § 77q(a)]

38. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1- 37 of the Complaint.

39. Baldwin denies the allegations contained in paragraph 39 of the Complaint.

40. Baldwin denies the allegations contained in paragraph 40 of the Complaint.

SECOND CLAIM
Violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 Thereunder [17 C.F.R. §240.10b-5] by All Defendants

41. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-40 of the Complaint.

42. Baldwin denies the allegations contained in paragraph 42 of the Complaint.

43. Baldwin denies the allegations contained in paragraph 43 of the Complaint.

THIRD CLAIM
Aiding and Abetting Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 Thereunder [17 C.F.R. §240.10b-5] by Bordynuik and Baldwin

44. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-43 of the Complaint.

45. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

46. Baldwin denies the allegations contained in paragraph 46 of the Complaint.

47. Baldwin denies the allegations contained in paragraph 47 of the Complaint.

48. Baldwin denies the allegations contained in paragraph 48 of the Complaint.

FOURTH CLAIM
Violations of Sections 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1, 13a-11 and 13a-13 Thereunder [17 C.F.R. §§240.12b-20, 240.13a-1, 240.13a-11, 240.13a-13] by JBI

49. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-48 of the Complaint.

50. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

51. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

52. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

FIFTH CLAIM
Aiding and Abetting Violation of Sections 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20, 13a-1 and 13a-11 Thereunder [17 C.F.R. §240.12b-20, 240.13a-1, 240.13a-11] by Bordynuik

53. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-52 of the Complaint.

54. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

55. The allegations contained in this paragraph pertain to defendants other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

56. The allegations contained in this paragraph pertain to defendants other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

57. The allegations contained in this paragraph pertain to defendants other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

SIXTH CLAIM
Aiding and Abetting Violation of Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-1 Thereunder [17 C.F.R. §§240.12b-20, 240.13a-1] by Baldwin

58. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-57 of the Complaint.

59. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

60. Baldwin denies the allegations contained in paragraph 60 of the Complaint.

61. Baldwin denies the allegations contained in paragraph 61 of the Complaint.

62. Baldwin denies the allegations contained in paragraph 62 of the Complaint.

SEVENTH CLAIM
Violation of Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §78m(b)(2)(A)] by JBI

63. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-62 of the Complaint.

64. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

65. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

EIGHTH CLAIM
Aiding and Abetting Violation of Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. §78m(b)(2)(A)] by Bordynuik and Baldwin

66. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1- 65 of the Complaint.

67. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

68. Baldwin denies the allegations contained in paragraph 68 of the Complaint.

69. Baldwin denies the allegations contained in paragraph 69 of the Complaint.

70. Baldwin denies the allegations contained in paragraph 70 of the Complaint.

NINTH CLAIM
Violation of Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. §78m(b)(2)(B)] by JBI

71. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-70 of the Complaint.

72. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

73. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

TENTH CLAIM
Aiding and Abetting Violation of Section 13(b)(2)(B) of the Exchange Act [15 U.S.C. §78m(b)(2)(B)] by Bordynuik and Baldwin

74. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1- 73 of the Complaint.

75. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

76. Baldwin denies the allegations contained in paragraph 76 of the Complaint.

77. Baldwin denies the allegations contained in paragraph 77 of the Complaint.

78. Baldwin denies the allegations contained in paragraph 78 of the Complaint.

ELEVENTH CLAIM
Violation of Section 13(b)(5) of the Exchange Act [15 U.S.C. §78m(b)(5] by All Defendants

79. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-78 of the Complaint.

80. Baldwin denies the allegations contained in paragraph 80 of the Complaint.

81. Baldwin denies the allegations contained in paragraph 81 of the Complaint.

82. Baldwin denies the allegations contained in paragraph 82 of the Complaint

TWELFTH CLAIM
Violation of Exchange Act Rule 13b2-1 [17 C.F.R. §240.13b2-1]
by Bordynuik and Baldwin

83. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-82 of the Complaint.

84. Baldwin denies the allegations contained in paragraph 84 of the Complaint.

85. Baldwin denies the allegations contained in paragraph 85 of the Complaint

THIRTEENTH CLAIM
Violation of Exchange Act Rule 13b2-2 [17 C.F.R. §240.13b2-2] by Bordynuik

86. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-85 of the Complaint.

87. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to bedirected at Baldwin, said allegations are denied.

88. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

89. The allegations contained in this paragraph pertain to a defendant other than
Baldwin and no response is required. To the extent any of the allegations are deemed to be directed at Baldwin, said allegations are denied.

FOURTEENTH CLAIM
Violation of Exchange Act Rule 13a-14 [[17 C.F.R. §240.13A-14] by Bordynuik and Baldwin

90. Baldwin incorporates by reference as if stated herein his answers to paragraphs 1-89 of the Complaint.

91. Baldwin denies the allegations contained in paragraph 91 of the Complaint.

92. Baldwin denies the allegations contained in paragraph 92 of the Complaint.

Ronald Baldwin, Jr.'s ANSWER to 1 Complaint
Doc 13 PDF file
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To: scion who wrote (21830)4/5/2012 8:32:38 PM
From: jimmenkneeRead Replies (5) | Respond to of 53574
 
Whistling past the graveyard? Why would the CEO not tell Baldwin a PIPE was underway-- furthermore, why would he not be involved in it?

"36. Baldwin admits that Defendant Bordynuik generally was present at JBI’s Annual General Meeting. Baldwin otherwise denies the allegations contained in the first sentence of paragraph 36. Baldwin denies the allegations contained in the second sentence of this paragraph. Baldwin admits that at the time of JBI’s Annual General Meeting, Bordynuik was generally aware that one of the PIPES offerings had not yet closed. Baldwin denies that at the time of JBI’s Annual General Meeting, Baldwin was generally aware that one of the PIPES offerings had not yet closed. Baldwin states that at the time of the JBI’s Annual General Meeting, Baldwin was unaware that a PIPE offering had been commenced or was ongoing. Baldwin otherwise denies the allegations contained in the last sentence of this paragraph."

Interesting thread (forward/backward) in this new "light."

"... Date of First Sale 2010-04-15
AGM: 2010-04-24

So the problem is the PP was already underway almost 2 weeks prior to the AGM. To not mention this then at the AGM is ...? ..."


siliconinvestor.com

The CFO knows nothing of financing underway for 2 weeks? (Not to mention the memorandum prep time-- but perhaps he knew of that but not the actual selling of shares?)