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The conflicting stories about the BUD and the SW permit are almost approaching comical now.
I have not heard anyone from the DEC say anything like that. Only place I hear that story is here on the board.
So, the official stance from JB as of a couple of days ago is, that no BUD or SW permit required. I'll make note of that.
I would love to know ,as I'm sure a whole slew of other investors as well, who it was from the DEC said any such thing.
That doesn't make any sense.
consensus: expect JBII price to plummet to near .25 levels.
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BRIG_88 Share Tuesday, November 30, 2010 9:17:13 PM
Re: ABIGHAMMER post# 79408 Post # of 79409
I agree...JBII is not a good investment for you based on your DD and you should avoid
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a bit late for that now, with my massive position.
Thanks for your reply. You make some very good points. You are likely correct that P2O is not "pyrolysis," as that term is defined under the DEC solid waste regulations. (To be clear, it wasn't my definition of pyrolysis. I took it verbatim from the solid waste regs.) That would render the remainder of my post moot, since the rest of it dealt with the regulation of solid waste pyrolysis facilities (again, as so defined for purposes of Part 360).
I haven't looked into the possibility of RHRF status yet. I have a kid pulling on my shirt sleeve right now, so that will have to wait until later.
Thanks again.
Thanks for sharing. Did either Steve or Ted indicate why the solid waste permit is required in advance of the air permit?
Thanks again.
Random thoughts on solid waste permits.
Given that it has never been clear whether or not the solid waste permit would be required of JBI, I never really bothered looking into this issue. This evening I saw that there has been more discussion of this issue, so I thought I’d poke around on the DEC website to see what I would find. I thought I’d share a few observations.
Obviously, the folks at the DEC or at JBI are a better source of information on what is or is not required of P2O, so this post is merely academic. If you are looking for facts or updates, don’t bother reading further.
I started with the premise that JBI’s feedstock would be considered solid waste, and that P2O would be considered a solid waste management facility, thereby bringing it within the solid waste regulations that I have seen referenced on this board (i.e., Part 360). For those who would like to read about what "solid waste" is under the DEC regs, you can do so here:
http://www.dec.ny.gov/chemical/8732.html
There have been plenty of posts on BUDs as well, so I won’t go into that either, but you can read more on that topic here if you like:
http://www.dec.ny.gov/chemical/8821.html
So, as I was reading, the first thing that caught my eye was the term “pyrolysis,” since I have seen that term come up many times during discussions. I’m not a tech expert, so I’ll need some help from some of our tech/engineering experts to see if I am on the right track at all. Here is the definition of “pyrolysis” for purposes of Part 360 (found in section 360-3.2(d)):
Pyrolysis means a process using applied heat in an oxygen-deficient or oxygen-free environment for chemical decomposition of solid waste.
Registration. An energy recovery incinerator or solid waste pyrolysis unit that accepts off-site generated solid waste as alternate fuels is subject to the registration provisions of section 360-1.8(h) of this Part, rather than the permit provisions of this Part, provided such waste is nonhazardous, nonputrescible, recognizable, unadulterated and uncontaminated and:
(1) the storage of solid waste prior to combustion or pyrolysis must be located on surfaces capable of minimizing leachate release into the groundwater underneath the site and surrounding land;
(2) all leachate must be collected and treated by a method approved by the department;
(3) an annual report must be prepared and submitted to the department in accordance with section 360-3.4(f)(3) of this Part; and
(4) representative samples must demonstrate that the alternate fuels have a minimum heating value of 4,000 Btu per pound as-received.
Look, your posts are too cryptic for me to even respond to them. I don't work for the SEC so I don't know when or how the SEC was notified about anything. If you would like to bring your posts within the context of the discussion at issue, then please elaborate as to what your point is and how that relates to a proper interpretation of the filings in question.
If your post is unrelated to those filings, then please create a separate thread identifying your concerns.
Thank you. I have read a number of your posts, and I know that you are a reasonable person. You have made some quality, meaningful posts as well. I wish you a lovely holiday with your family.
What does that even mean? Many people could have had many different concerns at many different times. That doesn't mean anything. If you wish to contribute to the discussion, look at what was being discussed.
Not discussing dates. We were discussing filings in the Kaplanis lawsuit. The quotes were taken from email correspondence dated late January 2010.
Yes, I am well aware of that, but it has nothing to do with my post or the filings in question. I expressed my displeasure with that event when it happened.
I think you went beyond “reading into” what I was saying, but that is not a point worth discussing.
Here is a tip for you though. Rather than reading and quoting from another message board poster’s selective (and reorganized) presentation of the filings, try going straight to the underlying documents. Context is quite valuable when interpreting the intended meaning of specific statements.
Let’s consider some of the examples raised by people as demonstrative of corporate improprieties. How about these posts?
I guess the SEC and FINRA have been digging around for awhile now if there has been a "flurry of requests" already.
Maybe that is why there are so many shares available at .60ish?
Quote from JB's emails filed in the recent court case.
in the past so the SEC looks at these closely which will then in turn cause greater flurry of requests to come from FINRA and the SEC.
Don't you wonder what the requests from FINRA and the SEC were? I sure do. Not a good thing when both regulators are showing interest much less one, that is for sure.
My concern is how to deal with the employee stock option plan and salary. Cash salaries hit the bottom line hard and don’t look like value-based management. The SEC created S-8 stock (or options) stock to allow a growth company to grow without having to pay exec salaries because the S-8 stock can be sold into the market as cash. They are securities registered for sale the moment I file it. They have been abused in the past so the SEC looks at these closely which will then in turn cause greater flurry of requests to come from FINRA and the SEC.
Our auditor (Withum) advised there are accounting control issues in Ohio with the accountant and Judy Vasquez (CEO).
UBS (VP Investments) and UMB Bank Fund managers and analysts have advised that this might be the next Henry Singleton and UBS is on the market makers because they believe we are the best stock going. That said, we need to keep the wholly owned subsidiaries in tact, remove accounting to centralized accounting to Philly and have Ron’s team implement controls and reporting/consolidations.
I’ve merged PakIt with our group to work as one. . . .
I have been doing the public market strategy which is working. I will continue to bring the market price up but we’ll need earnings behind in the short term to keep the momentum with the market. I can keep us at a 1000x multiple with perfect execution of P2O. I need other acquisitions to build a floor on the stock.
Wow! You have had some reasonable posts in the past, but this isn't one of them. That is your attempt to paraphrase something I said?! Are you responding to the right post?! Have you really stooped to the level of twisting and manipulating my words to such a great extent?! I did not "purport" any of the statements you claim. Go back and read my posts.
I said that executives must be focused on maximizing shareholder value, which in turn implicates the market value of the shares. The stability and value of the stock in turn affects the company's ability to obtain financing. For further context, look back to the Kaplanis lawsuit, which is what raised this whole "stock promotion" buzz in the first place. Once you are there, read my comments as they relate to that lawsuit. After that, read my comments to jimmenknee where I expressed gratitude and a desire to speak in a cordial manner.
You seem to be suggesting (and now I am paraphrasing) that I support stock market manipulation, so long as the ends justify the means. That is absurd. As you should know, to arrive at that determination you must first attribute a host of statements to me which I never made.
Let's keep things honest around here.
I'm done for tonight.
Absolutely. A proper understanding should always be the goal, although refuting is often necessary to arrive at an understanding. And I agree that we should always call it as we see it and make our own individual determinations accordingly.
Moving this discussion forward in an understanding light is an admirable objective, and I am all in favor of cordial discussions.
Cheers!
I'm happy to read more on the subject, but I would like to know what I am looking for. What do you suggest was the violation?
Thanks jimmenknee. I can see how you could interpret those statement as such. All executives must be focused on maximizing shareholder value though, which of course implicates market value of the shares (not to mention financing opportunities). If the goal was to dump shares on the open market, that would be one thing. If the goal is sustainable growth in the share price, that is something different.
But aren't those two different beasts, so to speak? Please correct me if I am wrong, but I thought "stock promotion" for purposes of SEC violations generally consisted of promoting a stock to the public in order to sell shares on the open market at an inflated price. How does offering stock to an employee as part compensation for services rendered fit within the "stock promotion" characterization?
That is an interesting question. In Kaplanis's complaint (paragraph 13), he alleged:
"13. The Agreement provided MICHAEL KAPLANIS with a base salary of $120,000 and initial "Incentive Stock Options" of 100,000 shares, which MICHAEL KAPLANIS received as stock upon signing the Agreement." (emphasis added)
Yet, in his opposition filed today, he (or his counsel) states (on page 8):
"[B]ecause the Plaintiff did not receive the promised [100K shares of] stock from Mr. Bordynuik, Mr. Bordynuik's representations regarding the same constitute fraud or another tortious act . . . ."
I'm having trouble reconciling these two statements. Anyone else notice this?
Stock promotion? Mr. Kaplanis's affidavit makes no mention of stock promotion. That phrase appears to be Kaplanis's counsel's characterization of Mr. Bordynuik's offer to compensate Kaplanis, in part, by giving Kaplanis 100K shares of his JBI stock.
And yes, thank you to scion for posting these documents for us to read.
What is the SEC violation, or potential SEC violation?
It will be interesting to see what Bordynuik's response is to that filing. Perhaps the SEC will be interested in it too.
You were asked a number of questions this morning, based on your postings, that you have completely disregarded. I would be very interested in your response.
How about these questions:
Three posted by Steady T.
What is it that you expect to delay the sales of fuel after the permit is granted?
Where did you get the idea that JBII was accepting waste plastic at this time?
Did you make that up? There certainly has been nothing published by the company that I am aware of that suggests that JBII is accepting any large volume of waste plastic.
Exactly what are you referring to when you say "when so much more will be needed for commercial production, and subsequent revenues." ?
The company has stated that it has a source of plastic. You know that. What else does the company need?
It seems your original assessment of JBII has changed? Could you enlighten us as to the reasons for that? Because you seemed to be VERY enthusiastic earlier....even coming up with the term JUGGERNAUT. Was there some significant DD that you missed at the beginning?....and if there was, what is the new DD that has changed your opinion?
JB/JBII will soon be finding out there are myriad other hurdles to be faced before a dime of revenue comes in.
a simple air permit is not the end of the trail here, as time will show.
Thank you for your kind words. Statements lose their intended meaning when they are taken out of context. We all need to be mindful of that.
I see there have been a lot of posts over the weekend. Did I miss anything truly noteworthy? Thanks again.
It is the same link and language posted by scion (same thread), just with different language highlighted.
http://www.sec.gov/Archives/edgar/data/1381105/000121390010002805/f10ka2009_jbi.htm
Now we know why Pakit and Javaco sold out to JBI. They must have saw this 8K and beleived the tape business was a huge money maker and/or the CEO told them it was a huge money maker that it clearly wasn't.
Comparison of Years Ended July 31, 2008 and 2007
REVENUES. For the year ended July 31, 2008 as compared to the year ended July 31, 2007, the Company generated revenues of $90,536 and $49,574 respectively, reflecting an increase of approximately $40,965which approximately is attributable to progressing through NASA’s procurement process.
DE-incorporated JBI Inc (Expedite2) is still doing the tape work, as shown in the JBIII 10K/A, (conveniently omitted in the original 10K):
As described in Note 7, the Company issued shares of common stock to acquire assets from John Bordynuik, Inc. (“Data”), a company owned partially by the Company’s President and CEO, valued at $342,563. Many of the contracts associated with providing tape reading services are still held in the name of Data, though it is their intent to transfer these contracts during the 2nd quarter of 2010. As such, Data bills customers for the tape reading services, collects the money and remits the funds to the Company. During 2009, $184,000 of revenues related to tape reading was paid to the Company by Data.
That lawsuit was dismissed on the defendants' motion, no? Correct me if I am mistaken, but I believe those RICO (racketeering) claims were dismissed with prejudice for failure to state an entitlement to relief, with no appeal taken by the plaintiff.
Mark Peikin
1:09-cv-22964-JLK Dolphin Digital Media, Inc. et al v. Peikin et al
James Lawrence King, presiding
Date filed: 10/01/2009
Date terminated: 04/23/2010
Date of last filing: 04/23/2010
Case SummaryOffice: Miami Filed: 10/01/2009
Jury Demand: Plaintiff Demand: $1500000
Nature of Suit: 370 Cause: 18:1962 Racketeering (RICO) Act
Jurisdiction: Federal Question Disposition: Dismissed - Other
County: Miami-Dade Terminated: 04/23/2010
If you are trying to tell this board that they can immediately set up shop with a P2O processor on the blending site I would say that you are dead wrong. I would ask for proof. THe purpose of permitting is to control pollution. THere is no way you can change the basic product or output and use the same permit. It may be a modification or change to an existing permit, but the process is the same... testing etc, as has been done in NY.
Conversely, if you are indeed correct, than JBI has wasted an incredible amount of time and money on the whole NY setup.
Either way.. hardly a victory or good news..
I just searched air permit applications for Covanta Niagara in Niagara Falls during the last two years and got this message:
"No applications found matching the search criteria."
What am I supposed to find?
I certainly don't debate the validity of your links, and I do not know of any reason why JBI would be excluded from the DART database. I do wonder how well it is kept up to date though. I took the liberty of narrowing the list you posted to applications submitted to the Division of Air Resources (i.e., air permits).
Facility: Norampac Industries Inc Place Name: Niagara Falls
Applicant: Norampac Inc App. Type: New
Permit Type: Air State Facility Receipt Date: 08/03/2010
Status: Completeness Determination Due Stimulus: No
Description: new ASF
Other Known IDs: 2911000136 - Division of Air Resources ID (NYSDEC)
00017 - Compliance Data System ID (USEPA)
NY0269727 - State Pollutant Discharge Elimination System ID (USEPA)
--------------------------------------------------------------------------------
Facility: Greenpac Mill LLC Place Name: Niagara Falls
Applicant: Greenpac Mill LLC App. Type: New
Permit Type: Air State Facility Receipt Date: 08/10/2010
Status: Completeness Determination Due Stimulus: No
Description: new ASF - new linerboard manufacturing facility
Other Known IDs: None
--------------------------------------------------------------------------------
Facility: Niagara Generating Facility Place Name: Niagara Falls
Applicant: Niagara Generation LLC App. Type: Renewal
Permit Type: Air Title V Facility Receipt Date: 08/23/2010
Status: Completeness Determination Due Stimulus: No
Description: ATV renewal
Other Known IDs: 2911000332 - Division of Air Resources ID (NYSDEC)
00031 - Compliance Data System ID (USEPA)
0332 - National Emissions Data System ID (USEPA)
50202 - Office of Regulatory Information System ID (USDOE)
Completeness Determination: DEC must mail notice of its completeness determination within the specified time limits for the type of permit or the application is deemed to be complete. For most permits 15 days is the time limit for the Department to make its Completeness Determination.
Gift taxes?!
The US gift tax (when required) ordinarily is collected from the person making the gift, not the one receiving it. From IRS Publication 950:
No tax payable by the person receiving your gift or bequest. Generally, the person who receives your gift or your bequest will not have to pay any federal gift tax or estate tax because of it. Also, that person will not have to pay income tax on the value of the gift or inheritance received.
(a) General rule
Gross income does not include the value of property acquired by gift, bequest, devise, or inheritance.
Hi BigGreen. The project doesn't need to sit idle pending DEC permitting. The permit application should be based on known and prospective emissions. An expansion of operations will not necessarily trigger a new application to the DEC. Of course, different obligations apply depending on the scope of the expansion, so I obviously can't comment on what requirements will necessarily be required of JBI in light of whatever expansions the company has in mind for the NY facility. I can, however, leave you with this (be sure to note the "operational flexibility" under part (b)):
§201-5.4 Modifications and operational flexibility for State facility permits
Permit modifications and physical or operational changes to an existing stationary source are subject to the following procedures.
(a) Modifications.
(1) Changes at a stationary source subject to this Subpart involving:
(i) new emission units; or
(ii) modifications to existing emission units as defined under Part 200 of this Title; or
(iii) modifications of permit terms or conditions must be reviewed and approved by the department except as provided in subdivision (b) of this section.
(2) Facility owners and/or operators must submit an application requesting such permit modifications and receive department authorization prior to making such modifications.
(b) Operational flexibility.
(1) Certain changes and modifications which meet the criteria under subparagraphs (i)-(iii) of this paragraph may be conducted without prior approval of the department and shall not require modification of the permit. The facility owner and/or operator must however maintain records of the date and description of such changes and make such records available for review by department representatives upon request.
(i) Changes that do not cause emissions to exceed any emission limitation contained in regulations or applicable requirements under this Title.
(ii) Changes which do not cause the source to become subject to any additional regulations or requirements under this Title.
(iii) Changes that do not seek to establish or modify a federally-enforceable emission cap or limit.
(2) In addition to the recordkeeping required under paragraph (1) of this subdivision, the permittee must notify the department in writing at least 30 calendar days in advance of making changes involving:
(i) the relocation of emission points within a facility;
(ii) the emission of any air pollutant not previously authorized or remitted in accordance with a permit issued by the department;
(iii) the installation or alteration of any air cleaning installations, device or control equipment.
(3) The department may require a permit modification to impose applicable requirements or special permit conditions if it determines that changes proposed pursuant to notification under paragraph (2) of this subdivision do not meet the criteria under paragraph (1) of this subdivision or the change may have a significant air quality impact. In such cases the department may require that the permittee not undertake the proposed change until it completes a more detailed review of the change for air quality impacts and/or applicable requirements. The department shall respond to the permittee in writing with such a determination within 15 days of receipt of the 30 day advance notification from the permittee. The department's determination shall include a listing of information necessary to further review the proposed change.
Regulation FD and the Form 8-K filed in accordance therewith. I see that there has been a lot of chatter about these two requirements. At the end of this post is a link to the text of Regulation FD, as it currently appears on the SEC's website, for you to read at your leisure.
In general terms, Regulation FD requires the corporation (more precisely, the "issuer" as defined in the regs) to make public disclosure of "material nonpublic information" in the event that it discloses such information to specified persons (most notably, a "holder of the company's securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information").
The question you raised is a good one: When is information deemed "material" under this rule? Given that a violation of Regulation FD turns, at least in part, on the meaning of the term "material," it is a fundamental consideration. You will see that Regulation FD itself does not define the term "material."
The most common definition of "material" I have seen states that a fact is material if "there is a substantial likelihood that a reasonable shareholder would consider it important" in making an investment decision, or, stated in different terms, the fact "would have been viewed by the reasonable investor as having significantly altered the 'total mix' of information made available." This oft-quoted language is taken from a 1976 decision of the U.S. Supreme Court (on page 449):
http://scholar.google.com/scholar_case?case=8985475040212340102&q=426+U.S.+438&hl=en&as_sdt=40000002
Even with this definition, there is no definitive guidance as to what information necessary implicates Reg FD; rather, the materiality requirement must be determined in light of the underlying facts and circumstances. The SEC has, however, provided at least some guidance as to what type of information might be considered material, depending on the circumstances. Note that this list is non-exhaustive (found under section II.B.2):
While it is not possible to create an exhaustive list, the following items are some types of information or events that should be reviewed carefully to determine whether they are material: (1) earnings information; (2) mergers, acquisitions, tender offers, joint ventures, or changes in assets; (3) new products or discoveries, or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract); (4) changes in control or in management; (5) change in auditors or auditor notification that the issuer may no longer rely on an auditor's audit report; (6) events regarding the issuer's securities -- e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, public or private sales of additional securities; and (7) bankruptcies or receiverships.
The final regulation, like the proposal, applies to disclosures of "material nonpublic" information about the issuer or its securities. The regulation does not define the terms "material" and "nonpublic," but relies on existing definitions of these terms established in the case law. Information is material if "there is a substantial likelihood that a reasonable shareholder would consider it important" in making an investment decision. To fulfill the materiality requirement, there must be a substantial likelihood that a fact "would have been viewed by the reasonable investor as having significantly altered the 'total mix' of information made available." Information is nonpublic if it has not been disseminated in a manner making it available to investors generally.
. . . .
. . . While we acknowledged in the Proposing Release that materiality judgments can be difficult, we do not believe an appropriate answer to this difficulty is to set forth a bright-line test, or an exclusive list of "material" items for purposes of Regulation FD.
Yes, thank you, that clears it up. The 8-K did not characterize the $150,000 (paid as part of the compensation for Javaco) as "cash." Personally, I think the dollar sign indicates that money, rather than $150,000 worth of some other asset, is at issue.
No, I listed the 8-K, 10-K, and 10-K/A, plus links. Here is what I posted: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56027805
I must have missed that in the 10K .. please show me where it says 150K in cash in the 10K
Where did it go "poof"?
The 8-K:
On August 24, 2009, 310 Holdings, Inc. (the “Company”) and Domark International, Inc. (“Domark”) closed a Securities Purchase Agreement (the “Agreement”) whereby the Company 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.
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.
. . . .
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.
On August 24, 2009, the Company purchased 100% of the issued and outstanding shares of Javaco, Inc. in exchange for $150,000 in cash and 2,500,000 shares of the Company’s common stock, valued at $2,500,000.
Sorry, I guess I'm not sure what it is you think is missing. You wrote, "No mention of $150,000 in cash in the 8-K," and then quoted a portion of the 8-K that did not include $150,000. I quoted a different portion of that same 8-K that specifically mentioned the $150,000. It looks like you are now quoting to it as well. Is it the characterization of the $150,000 as "cash" that you take issue with?
No mention of $150,000 in cash in the 8-K
Item 1.01 Entry in a Material Definitive Agreement.
On August 24, 2009, 310 Holdings, Inc. (the “Company”) and Domark International, Inc. (“Domark”) closed a Securities Purchase Agreement (the “Agreement”) whereby the Company 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.
Johnik, any idea why an unsigned contract would be presented as an exhibit?????
and that there is an insufficient statement of claim for counts II and III, wich would leave it as a straightforward "I want more severance" case. I don't think that will fly... i don't think that evidence is neceesary in the Statement of Claim.
methinks this is a stalling tactic and the case will stand, but he may be right about personal jurisdiction. The personal liability of the CEO is the biggest threat to jBI and JB personally here...