Friday, November 19, 2010 1:30:18 PM
On June 25, 2009, the Company entered into an asset purchase agreement (the “Agreement”) to purchase certain assets of John Bordynuik, Inc., a Delaware corporation (“Data”). 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 Data. The acquisition was treated as a transaction between entities under common control, and accordingly the assets were recorded at their historical carrying values totaling $358,931. The closing of the Agreement occurred on July 15, 2009.
10-K/A
NOTE 7 – STOCKHOLDERS’ EQUITY
On June 25, 2009, the Company entered into an asset purchase agreement (the “Agreement”) to purchase certain assets of John Bordynuik, Inc., a Delaware corporation (“Data”). 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 Data. The acquisition was treated as a transaction between entities under common control, and accordingly the assets were recorded at their historical carrying values totaling $358,931. The closing of the Agreement occurred on July 15, 2009.
In 2009, Mr. Bordynuik exchanged $200,000 cash for 66,667 shares of stock and he received 23,846 shares to cancel $71,538 of debt, each at $3 per share
During December 2009, the Company issued Mr. Bordynuik 1 million shares of Series A Super Voting Preferred Stock (“Preferred shares”) in exchange for the return of 30,000 shares of the Company’s common stock. Preferred shares have no conversion or dividend rights, but carry 100 to 1 voting rights (as compared to common shares). Further, Mr. Bordynuik returned and retired 9,970,000 common shares to the Company during 2009, and an additional 21,000,000 shares were returned to the Company and retired in March, 2010.
From December 2009 through January 2010, JBI, Inc., consummated a confidential private placement (the “Private Offering”) with certain accredited investors for the issuance and sale of 8,439,893 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at per share price of $0.80 for aggregate offering proceeds of $6,751,914. The Private Offering was conducted in connection with the acquisition of Pak-It, LLC, a Florida limited liability company, by the Company. During 2009, the Company had received gross proceeds of approximately $5.9 million, and also had subscriptions for an additional $817,928, or 1,022,410 shares. Costs associated with the Private Offering totaled $161,529. Subsequent to year-end the Company collected the subscriptions receivable, as well as an additional $190,000 in gross proceeds from subscriptions received in January 2010.
The Private Offering was conducted on a best efforts basis with a minimum investment of $10,000 by the Company’s officers and directors.
In connection with the acquisition of Pak-It, the Company also converted a total of $2,156,775 of debt owed to the Pak-It members and lien holders at a per share price of $0.80. The Company issued 3,420,000 shares of common stock in conjunction with this debt conversion. The total acquisition cost of Pak-It exceeded the identifiable net assets purchased by $549,458, which have been charged to operations as additional services provided.
The Private Offering and issuance of shares to the Pak-It members and lien holders was an unregistered sale of securities conducted pursuant to Rule 506 of Regulation D or Regulation S promulgated thereunder. Such securities were not registered under the Securities Act of 1933.
http://www.sec.gov/Archives/edgar/data/1381105/000121390010002805/f10ka2009_jbi.htm
10-K/A
NOTE 7 – STOCKHOLDERS’ EQUITY
On June 25, 2009, the Company entered into an asset purchase agreement (the “Agreement”) to purchase certain assets of John Bordynuik, Inc., a Delaware corporation (“Data”). 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 Data. The acquisition was treated as a transaction between entities under common control, and accordingly the assets were recorded at their historical carrying values totaling $358,931. The closing of the Agreement occurred on July 15, 2009.
In 2009, Mr. Bordynuik exchanged $200,000 cash for 66,667 shares of stock and he received 23,846 shares to cancel $71,538 of debt, each at $3 per share
During December 2009, the Company issued Mr. Bordynuik 1 million shares of Series A Super Voting Preferred Stock (“Preferred shares”) in exchange for the return of 30,000 shares of the Company’s common stock. Preferred shares have no conversion or dividend rights, but carry 100 to 1 voting rights (as compared to common shares). Further, Mr. Bordynuik returned and retired 9,970,000 common shares to the Company during 2009, and an additional 21,000,000 shares were returned to the Company and retired in March, 2010.
From December 2009 through January 2010, JBI, Inc., consummated a confidential private placement (the “Private Offering”) with certain accredited investors for the issuance and sale of 8,439,893 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at per share price of $0.80 for aggregate offering proceeds of $6,751,914. The Private Offering was conducted in connection with the acquisition of Pak-It, LLC, a Florida limited liability company, by the Company. During 2009, the Company had received gross proceeds of approximately $5.9 million, and also had subscriptions for an additional $817,928, or 1,022,410 shares. Costs associated with the Private Offering totaled $161,529. Subsequent to year-end the Company collected the subscriptions receivable, as well as an additional $190,000 in gross proceeds from subscriptions received in January 2010.
The Private Offering was conducted on a best efforts basis with a minimum investment of $10,000 by the Company’s officers and directors.
In connection with the acquisition of Pak-It, the Company also converted a total of $2,156,775 of debt owed to the Pak-It members and lien holders at a per share price of $0.80. The Company issued 3,420,000 shares of common stock in conjunction with this debt conversion. The total acquisition cost of Pak-It exceeded the identifiable net assets purchased by $549,458, which have been charged to operations as additional services provided.
The Private Offering and issuance of shares to the Pak-It members and lien holders was an unregistered sale of securities conducted pursuant to Rule 506 of Regulation D or Regulation S promulgated thereunder. Such securities were not registered under the Securities Act of 1933.
http://www.sec.gov/Archives/edgar/data/1381105/000121390010002805/f10ka2009_jbi.htm
