Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective. If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration Statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.o If this Form is a
post-effective amendment filed pursuant to Rule 462(d) under the Securities Act
of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,”“accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
o
Accelerated
filer
o
Non-accelerated
filer
o
Smaller
reporting company
x
(Do
not check if a smaller reporting company)
CALCULATION OF REGISTRATION
FEE
Title
of Each Class Of Securities to be Registered
Amount
to be
Registered
Proposed
Maximum
Aggregate
Offering
Price
per
share
Proposed
Maximum
Aggregate
Offering
Price
Amount
of
Registration
fee
Common
Stock, par value $0.001
9,697,375
$0.50
$4,848,687.50
$270.56
The
offering price has been estimated solely for the purpose of computing the amount
of the registration fee in accordance with Rule 457(o). Our common stock is not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined arbitrarily by us based on an evaluation of our shares
outstanding as well as our current revenues and operations. The price of $0.50
is a fixed price at which the selling security holders may sell their shares
until our common stock is quoted on the OTC Bulletin Board at which time the
shares may be sold at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the necessary
documents with the Financial Industry Regulatory Authority, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED APRIL
, 2009
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
9,697,375
SHARES OF
JOHN
BORDYNUIK, INC.
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus. Our common stock
is presently not traded on any market or securities exchange. The
9,697,375 shares of our
common stock can be sold by selling security holders at a fixed price of
$0.50 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices.
There can be no assurance that a market maker will agree to file the
necessary documents with The Financial Industry Regulatory Authority
(“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there
be any assurance that such an application for quotation will be approved.
We have agreed to bear the expenses relating to the registration of the
shares for the selling security holders.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER
THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Consolidated Financial Statements, before making an investment decision .
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.
JBI is an
Ontario Corporation incorporated on February 10, 2006. JBI reads high volume
legacy data computer tapes for large institutions and corporations. JBI is sole
sourced by NASA and Massachusetts Institute of Technology (MIT) to read their 7
& 9 track computer tapes written from the 1960’s to 2000. Millions of tapes
were written during this period and the data has not been recoverable to
date.
John
Bordynuik, President of JBI, has developed the technology to read legacy data
computer tapes and to extract and recover the valuable data contained therein.
Mr. Bordynuik has built a reputation in legacy data recovery and has completed
recovery projects for NASA, MIT, the United Nations (UN), the Ontario Provincial
Government, and other institutions and Fortune-100 companies and their founders.
Mr. Bordynuik has assigned this technology to JBI.
Where
You Can Find Us
We
presently lease corporate office and warehouse space located at 4536 Portage
Road, Niagara Falls, Ontario Canada L2E 6A8, in the north end of Niagara Falls,
five miles from two major highways, and within five to 20 miles from four major
international bridges. JBI pays $6888.88 monthly for this space. Our
phone number is (905) 354-7222.
Our
corporate office and production warehouse is located in a 32,000 square foot
facility located in Niagara Falls, Ontario, Canada. Our Administration, Sales
& Marketing and Research & Development team occupies 3,000 square feet,
and 5,000 sq. feet is allocated for prototype, assembly and data recovery.
Production, shipping and receiving are managed in the remainder of our
facility.
We plan
to open an engineering office in Cambridge, Massachusetts near MIT. We have
outsourced software and hardware engineers to assist in developing and scaling
our technologies.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.50 was determined arbitrarily by us based on an evaluation of our
shares outstanding as well as our current revenues and operations and is a fixed
price at which the selling security holders may sell their shares until our
common stock is quoted on the OTC Bulletin Board, at which time the shares may
be sold at prevailing market prices or privately negotiated prices. There can be
no assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. We have
agreed to bear the expenses relating to the registration of the shares for the
selling security holders.
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,”“Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data for the year ended July 31, 2008
and 2007 are derived from our audited financial statements. The statement of
operations and balance sheet data for the six months ended January 31, 2009 are
derived from our unaudited financial statements.
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE
OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION
OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE AT LEVELS WE
EXPECT.
In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our research and development efforts. This expansion will
place a significant strain on our management and our operational, accounting,
and information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.
COMPETITORS
MAY DEVELOP SIMILAR TECHNOLOGY OR PATENT SIMILAR TECHNOLOGY, AND MAKE THIS
TECHNOLOGY AVAILABLE TO OUR CUSTOMERS.
Competitors
may develop similar technology and make the technology available to our current
customers at a lower cost or on better contractual terms. If this were to occur
our customer base would be reduced which would in turn lower our
revenues.
WE
CANNOT ASSURE YOU THAT OUR ORGANIC GROWTH STRATEGY WILL BE SUCCESSFUL WHICH MAY
RESULT IN A NEGATIVE IMPACT ON OUR GROWTH, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND CASH FLOW.
One of
our strategies is to grow organically through referrals and expanding into
additional business sectors. We cannot assure you that we will be able to
successfully establish our products in any additional markets. Our inability to
implement this organic growth strategy successfully may have a negative impact
on our growth, future financial condition, results of operations or cash
flows.
WE
HAVE LIMITED SOURCES OF CAPITAL AND LIQUIDITY.
Currently,
our primary source of capital and liquidity has been through our existing
shareholders. The Company does not have any lines of credit or other
sources of capital to provide for liquidity or future expansion.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF JOHN BORDYNUIK, OUR ONLY OFFICER AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE,
WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of John Bordynuik our only officer and director. We currently
do not have an employment agreement with Mr. Bordynuik. The loss of his services
could have a material adverse effect on our business, financial condition or
results of operation.
JOHN
BORDYNUIK HAS MAJORITY VOTING CONTROL OF OUR COMMON STOCK.
Mr.
Bordynuik has the voting proxy for 61% of the voting stock of the
Company. Mr. Bordynuik controls the voting rights for the 36,308,345
shares of the 58,621,250 issued and outstanding shares of our common
stock.
IF
WE ARE UNABLE TO ACCURATELY ESTIMATE THE OVERALL RISKS OR COSTS WHEN WE BID ON A
CONTRACT WHICH IS ULTIMATELY AWARDED TO US, WE MAY ACHIEVE A LOWER THAN
ANTICIPATED PROFIT OR INCUR A LOSS ON THE CONTRACT.
Substantially
all of our revenues and contract backlog are typically derived from fixed unit
price contracts. Fixed unit price contracts require us to perform the contract
for a fixed unit price irrespective of our actual costs. As a result, we realize
a profit on these contracts only if we successfully estimate our costs and then
successfully control actual costs and avoid cost overruns. If our cost estimates
for a contract are inaccurate, or if we do not execute the contract within our
cost estimates, then cost overruns may cause the contract not to be as
profitable as we expected, or may cause us to incur losses. This, in turn, could
negatively affect our cash flow, earnings and financial position.
The costs
incurred and gross profit realized on those contracts can vary, sometimes
substantially, from the original projections due to a variety of factors,
including, but not limited to:
3
•
onsite
conditions that differ from those assumed in the original
bid;
•
later
contract start dates than expected when we bid the
contract;
•
contract
modifications creating unanticipated costs not covered by change
orders;
•
availability
and skill level of workers in the geographic location of a
project;
•
fraud
or theft committed by our employees;
•
difficulties
in obtaining required governmental permits or
approvals;
•
changes
in applicable laws and regulations;
and
ECONOMIC
DOWNTURNS OR REDUCTIONS IN GOVERNMENT FUNDING OF TECHNOLOGY PROJECTS, OR THE
CANCELLATION OF SIGNIFICANT CONTRACTS, COULD REDUCE OUR REVENUES AND PROFITS AND
HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.
Our
business is highly dependent on the amount of technology work funded by various
governmental entities, which, in turn, depends on the overall condition of the
economy, the need for new technology related work, the priorities placed on
various projects funded by governmental entities and national or local
government spending levels. Decreases in government funding of technology
projects could decrease the number of technology related contracts available and
limit our ability to obtain new contracts, which could reduce our revenues and
profits.
Contracts
that we enter into with governmental entities can usually be canceled at any
time by them with payment only for the work already completed. In addition, we
could be prohibited from bidding on certain governmental contracts if we fail to
maintain qualifications required by those entities. A sudden cancellation of a
contract or our debarment from the bidding process could have a material adverse
effect on our business and results of operations.
THE
OFFERING PRICE OF THE SHARES SHOULD NOT BE USED AS AN INDICATOR OF THE
FUTURE MARKET PRICE OF THE SECURITIES. THE OFFERING PRICE BEARS NO RELATIONSHIP
TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO
SELL.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.50 for the shares of common stock was determined
arbitrarily by us based on an evaluation of our shares outstanding we well as
our current revenues and operations.. The facts considered in determining the
offering price were our financial condition and prospects, our limited operating
history and the general condition of the securities market. The offering price
bears no relationship to the book value, assets or earnings of our company or
any other recognized criteria of value. The offering price should not be
regarded as an indicator of the future market price of the
securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with the Financial Industry Regulatory Authority, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
RESTRICTED
SECURITIES; LIMITED TRANSFERABILITY.
Our
securities should be considered a long-term, illiquid investment. Our Common
Stock has not been registered under the Act, and cannot be sold without
registration under the Act or any exemption from registration. In addition, our
Common Stock is not registered under any state securities laws that would permit
their transfer. Because of these restrictions and the absence of an active
trading market for the securities, a shareholder will likely be unable to
liquidate an investment even though other personal financial circumstances would
dictate such liquidation.
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was determined arbitrarily by us
based on an evaluation of our shares outstanding we well our current revenues
and operations..
The
offering price of the shares of our common stock does not necessarily bear
any relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities market.
Although our common stock is not listed on a public exchange, we will be filing
to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently
with the filing of this prospectus. In order to be quoted on the Bulletin Board,
a market maker must file an application on our behalf in order to make a market
for our common stock. There can be no assurance that a market maker will agree
to file the necessary documents with FINRA, which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
The
shares being offered for resale by the selling stockholders consist of the
9,697,375 shares of our common stock held by 249 shareholders of our common
stock which were purchased pursuant by these shareholders in a private placement
offering. The following table sets forth the name of the selling stockholders,
the number of shares of common stock beneficially owned by each of the selling
stockholders as of April 6, 2009 and the number of shares of common
stock being offered by the selling stockholders. The shares being offered hereby
are being registered to permit public secondary trading, and the selling
stockholders may offer all or part of the shares for resale from time to time.
However, the selling stockholders are under no obligation to sell all or any
portion of such shares nor are the selling stockholders obligated to sell any
shares immediately upon effectiveness of this prospectus. All information with
respect to share ownership has been furnished by the selling
stockholders.
Name
of selling stockholder
Shares
of common stock owned prior to offering
Shares
of common stock to be sold
Shares
of common stock owned after offering
Percent
of common stock owned after offering
1264282
Ontario Ltd. (Jade Amusement) (1)
8,000
8,000
0
0%
1515437
Ontario Inc. (2)
200,000
200,000
0
0%
Anthes,
Colin B.
20,000
20,000
0
0%
Anthes,
Fiona
16,000
16,000
0
0%
Anthes
(In-trust Emily C. Anthes), Thomas
16,000
16,000
0
0%
5
Anthes,
Thomas Victor
200,000
200,000
0
0%
Bagley,
Brenda (3)
50,000
50,000
0
0%
Barnett,
Alan (4)
232,000
232,000
0
0%
Barnett,
Tom
6,000
6,000
0
0%
Barnett,
Holly
24,000
24,000
0
0%
Beam,
Janet
4,000
4,000
0
0%
Best
Real Estate Buy Inc. (5)
30,000
30,000
0
0%
Biamonte,
Joseph
10,000
10,000
0
0%
Biamonte,
Napoleon (6)
122,000
122,000
0
0%
Biamonte,
Ralph
5,000
5,000
0
0%
Biamonte,
Sarah
2,000
2,000
0
0%
Bjorgan,
Chris
2,000
2,000
0
0%
Boric,
Doug
8,000
8,000
0
0%
Boric,
Dean
30,000
30,000
0
0%
Bosche,
Donalda
30,000
30,000
0
0%
Bosco,
Kelly
10,000
10,000
0
0%
Bosco,
Larry
10,000
10,000
0
0%
Bourbonnais,
Mike
20,000
20,000
0
0%
Brain,
Kevin
116,000
116,000
0
0%
Brewster,
Donna
3,000
3,000
0
0%
Brock,
Erwin
2,000
2,000
0
0%
Brown,
Ian
200,000
200,000
0
0%
Brown,
Tina
200,000
200,000
0
0%
Candler,
Curt
20,000
20,000
0
0%
Cavanagh,
Christine
2,000
2,000
0
0%
Chevalier,
Wayne Thomas
20,000
20,000
0
0%
Cooper,
Richard
1,000
1,000
0
0%
Crown,
Heather
1,000
1,000
0
0%
Cucuz,
Dragoljub
1,000
1,000
0
0%
Cucuz,
Nada
1,000
1,000
0
0%
Cucuz
(In Trust-Juliana Cucuz), Nada
2,000
2,000
0
0%
Cummings,
Stephen
20,000
20,000
0
0%
Cushing,
Catherine A.
10,000
10,000
0
0%
Cushing,
Robert M.
10,000
10,000
0
0%
D'Amico,
Michael
10,000
10,000
0
0%
Dickson,
Lorraine
10,000
10,000
0
0%
Dixon,
Betty
2,000
2,000
0
0%
D'orazio(
In-trust Samara & Lucas Jeffery), Marina
10,000
10,000
0
0%
Dutton,
Evan
80,000
80,000
0
0%
Elsley
(In-trust Kristin Elsley), Sandra
3,000
3,000
0
0%
Esposito,
Christina
1,000
1,000
0
0%
Evans,
Catherine
1,000
1,000
0
0%
Evans,
David
35,000
35,000
0
0%
Evans,
Michael
1,000
1,000
0
0%
Evans,
Robin
120,000
120,000
0
0%
Evans,Wendy
150,000
150,000
0
0%
Evans,
Gordon
4,000
4,000
0
0%
Everson,
Connie
8,000
8,000
0
0%
Farrington,
Pamela L.
2,000
2,000
0
0%
Ferrante,
Theresa C.
12,000
12,000
0
0%
Finch,
Raymond
3,000
3,000
0
0%
Finch,
Ruth
3,000
3,000
0
0%
Forsyth,
Jeffrey
50,000
50,000
0
0%
6
Forsyth,
Victoria
50,000
50,000
0
0%
Gallo,
Roy
40,000
40,000
0
0%
Gatto,
Nikkie
1,000
1,000
0
0%
Gerhardt,
Kent
5,000
5,000
0
0%
Goodyear,
Charles
24,000
24,000
0
0%
Goodyear,
Hope
2,000
2,000
0
0%
Gordon,
Rachael
4,000
4,000
0
0%
Green,
Michael
170,000
170,000
0
0%
Harris,
Barbara
8,000
8,000
0
0%
Haskell,
David
1,000
1,000
0
0%
Haskell,
Nancy
3,000
3,000
0
0%
Hrin,
Peter
50,000
50,000
0
0%
Hunter,
Gillies
300,000
300,000
0
0%
Lane,
Jennifer
250
250
0
0%
Jewell,
Pat
2,000
2,000
0
0%
Johnson,
Scott
66,000
66,000
0
0%
Jordan,
Earl T.
20,000
20,000
0
0%
Jovanovic,
Mirko
20,000
20,000
0
0%
Kafal,
Adam
2,000
2,000
0
0%
Kafal,
Paul
44,000
44,000
0
0%
Kafal,
Peter
52,000
52,000
0
0%
Kajganich,
Anne
2,000
2,000
0
0%
Kajganich,
Joanne
1,000
1,000
0
0%
Kajganich,
Michael
1,000
1,000
0
0%
Kajganich,
Nicholas
1,000
1,000
0
0%
Kajganich
(In-Trust Bradley Kajganich), Nicholas
1,000
1,000
0
0%
Kandasamy,
Fay
120,000
120,000
0
0%
Kandasamy,
Gerald
80,000
80,000
0
0%
Kandasamy,
Keith
17,000
17,000
0
0%
Kelly,
Mary
7,000
7,000
0
0%
Kelly,
Patrick
7,000
7,000
0
0%
Kelly
(In Trust-Scarlett Kelly), Mary
5,000
5,000
0
0%
Kelly,
Patrick Thomas
1,000
1,000
0
0%
Kent,
R. Gordon
40,000
40,000
0
0%
Kobryn,
David
20,000
20,000
0
0%
Kobryn,
Scott
30,000
30,000
0
0%
Krkljus,
Mile
10,000
10,000
0
0%
Lane,
Jeremy
100,000
100,000
0
0%
Latinovic,
Boro
2,000
2,000
0
0%
Lazaroski,
Dejan
6,000
6,000
0
0%
Litalien,
Connie
22,000
22,000
0
0%
Litalien,
Trisha
10,000
10,000
0
0%
Macesic,
Branko
8,000
8,000
0
0%
Macesic,
Milan
4,000
4,000
0
0%
Macesic,
Milja
4,000
4,000
0
0%
MacGregor,
Ian
46,000
46,000
0
0%
MacGregor,
Jeannette
10,000
10,000
0
0%
Mackinnon,
Carol Ann
2,000
2,000
0
0%
MacLaren,
Glenn
100,000
100,000
0
0%
Martin,
Patricia
20,000
20,000
0
0%
Martino,
Maria
15,000
15,000
0
0%
Martino,
Rocco
15,000
15,000
0
0%
Martyn,
Bonnie
3,000
3,000
0
0%
Martyn,
Gerald
3,000
3,000
0
0%
Maskell,
Scott
10,000
10,000
0
0%
Mason,
Peter
4,000
4,000
0
0%
7
McGarry,
Marion
2,000
2,000
0
0%
McGaw,
Dawn
500
500
0
0%
Melchiorre,
Lynn
5,000
5,000
0
0%
Melchiorre,
Paul
1,000
1,000
0
0%
Mills,
Kerry
20,000
20,000
0
0%
Mitrovic,
Daniela
10,000
10,000
0
0%
Mitrovic,
Miladin
10,000
10,000
0
0%
Moldenhauer,
Dean J.D.
4,000
4,000
0
0%
Mrkalj,
Andjelko
10,000
10,000
0
0%
Orescanin,
Daniel
1,000
1,000
0
0%
Orescanin,
John
5,000
5,000
0
0%
Orescanin,
Mary
1,000
1,000
0
0%
Orescanin,
Mildred
25,000
25,000
0
0%
Orescanin,
Nathan
1,000
1,000
0
0%
Orescanin
(In-Trust Grandchildren), Mildred
4,000
4,000
0
0%
Pang
Jr., Peter Allen
8,000
8,000
0
0%
Paskey,
Cindy
90,000
90,000
0
0%
Pieterse,
Frank
32,000
32,000
0
0%
Pinder,
Wendy
391,000
300,000
91,000
*
Pinder-Doede,
Caitlin
2,500
2,500
0
0%
Pinder-Doede,
Carrie (16)
2,500
2,500
0
0%
Pirsich,
Stephan
2,000
2,000
0
0%
Plante,
Chad
2,000
2,000
0
0%
Plante,
Sabrina
2,500
2,500
0
0%
Pompetzki,
Monika
140,000
140,000
0
0%
Popovacki,
Carol
10,000
10,000
0
0%
Popovich,
Dara
2,000
2,000
0
0%
Popovich,
Dusan
20,000
20,000
0
0%
Prytula,
Linda (17)
28,000
28,000
0
0%
Przybysz,
Irene
50,000
50,000
0
0%
Radojevic,
Lidija
4,000
4,000
0
0%
Rice,
Keri Frances
20,000
20,000
0
0%
Richard,
Diane
200,000
200,000
0
0%
Richard
Jr., Gerard
20,000
20,000
0
0%
Richard,
Yvette
20,000
20,000
0
0%
Richards,
Bill
30,000
30,000
0
0%
Robbins,
Glenn
3,000
3,000
0
0%
Robinson,
Barbara
2,000
2,000
0
0%
Rogers,
Stephanie
2,000
2,000
0
0%
Romanek,
Sharron
3,000
3,000
0
0%
Roth,
James D.
10,000
10,000
0
0%
Rouillier,
Lise
3,000
3,000
0
0%
Roy,
Richard
50,000
50,000
0
0%
Rusic,
Bosiljka
1,000
1,000
0
0%
Rusic,
Dragon (Danny)
1,000
1,000
0
0%
Saccone,
Len
5,000
5,000
0
0%
Samdass,
James
4,000
4,000
0
0%
Seburn,
Janice
2,000
2,000
0
0%
Senese,
Karen
2,000
2,000
0
0%
Senske,
Jerrold
4,000
4,000
0
0%
Smith,
James H.
20,000
20,000
0
0%
Smudja,
Zeljko
6,000
6,000
0
0%
Spadotto,
Michael
20,000
20,000
0
0%
Srdjenovic,
Nedeljko
4,000
4,000
0
0%
Stark,
Laura
2,000
2,000
0
0%
8
Stark,
Lisa
2,000
2,000
0
0%
Stark,
Pamela
6,000
6,000
0
0%
Stark,
William
60,000
60,000
0
0%
Stark,
Amy
2,000
2,000
0
0%
Stark,
Doris
20,000
20,000
0
0%
Stark,
Juliana
2,000
2,000
0
0%
Stark,
Malcolm
20,000
20,000
0
0%
Stathourakis,
Eugenia V.
1,000
1,000
0
0%
Steip,
Ronald (Al)
1,000
1,000
0
0%
Stoll,
Joan
4,000
4,000
0
0%
Tsiantoulas,
Katherine
12,000
12,000
0
0%
Tsiantoulas,
Nicola
2,000
2,000
0
0%
Tsiantoulas,
Christos
4,000
4,000
0
0%
Tunstall,
Charlotte
2,000
2,000
0
0%
Utvich,
David
2,000
2,000
0
0%
Utvich,
Danica
10,000
10,000
0
0%
Utvich,
Daryl A.
2,000
2,000
0
0%
Utvich,
Gregory T.
2,000
2,000
0
0%
Utvich,
Judith
1,000
1,000
0
0%
Utvich,
Lauren
2,000
2,000
0
0%
Utvich,
Melissa E.
2,000
2,000
0
0%
Utvich
(In-Trust Amelia Rae Utvich), Gregory T.
2,000
2,000
0
0%
Utvich
Jr., Michael E.
2,000
2,000
0
0%
Utvich
Sr., Michael E.
2,000
2,000
0
0%
Vandewater,
Carolyn
5,000
5,000
0
0%
Varcoe,
Ryland
2,000
2,000
0
0%
Varcoe,
Scott
4,000
4,000
0
0%
Velemirovich,
Dragica
2,000
2,000
0
0%
Vujic,
Branislav
2,000
2,000
0
0%
Water
Communications Inc. (7)
400,000
300,000
100,000
*
Weir,
Ludmilla
10,000
10,000
0
0%
Widdis,
Patricia J.
329,530
300,000
29,530
*
Wright,
Grant
80,000
80,000
0
0%
Yelda,
Dany
4,000
4,000
0
0%
Yorke,
Steven
10,000
10,000
0
0%
Zubic,
Tihomir
4,000
4,000
0
0%
Elsley,
Sandra (21)(23)
7,750,000
300,000
3,450,000
5%
Bordynuik,
John (22)
36,308,345
300,000
36,008,345
61%
Stark,
Malcolm
133,250
133,250
0
0%
Stark,
Malcolm
50,000
50,000
0
0%
Stark,
Malcolm
50,000
50,000
0
0%
Stark,
Malcolm
33,250
33,250
0
0%
Stark,
Malcolm
40,000
40,000
0
0%
Doede,
Steve (8)(23)
1,400,000
300,000
1,100,000
1.8%
Bordynuik
Sr., John (9)
2,000,000
300,000
1,700,000
2.8%
Seburn,
Brian (10)(23)
75,000
75,000
0
0%
Caputo,
Marie
55,000
55,000
0
0%
Steip,
Ronald (Al)
10,000
10,000
0
0%
Popovacki,
John
50,000
50,000
0
0%
Barnett,
Alan (4)
125,000
125,000
0
0%
Deurloo,
Beverley Joan
120,000
120,000
0
0%
Wright,
Grant
80,000
80,000
0
0%
D'Orazio,
Marina (11)
46,875
46,875
0
0%
Widdis,
Patricia J.
67,000
67,000
0
0%
Widdis,
Patricia J.
120,000
120,000
0
0%
Anthes,
Thomas Victor
150,000
150,000
0
0%
9
Kafal,
Peter
48,000
48,000
0
0%
Stark-Chevers,
Roberta
20,000
20,000
0
0%
IP
Trust (12)
1,500,000
300,000
1,200,000
2%
Corp.
1683091 (13)
1,500,000
300,000
1,200,000
2%
Matkowski,
Barbara
20,000
20,000
0
0%
Goodyear,
Charles
90,000
90,000
0
0%
Matkowski,
David
3,500
3,500
0
0%
Matkowski,
Derek
2,000
2,000
0
0%
Falconer,
Frank
20,000
20,000
0
0%
Harry
Fois Poultry Farms (14)
40,000
40,000
0
0%
Myers,
Howard
20,000
20,000
0
0%
Mehta,
Jasmin
5,000
5,000
0
0%
Craig,
Kathryn
15,000
15,000
0
0%
Matkowski,
Kathryn (15)
8,000
8,000
0
0%
Yole,
Leslie
8,000
8,000
0
0%
Kafal,
Adam
750
750
0
0%
Kafal,
Paul
1,250
1,250
0
0%
Gorman,
Sheri
4,250
4,250
0
0%
Dorey,
Jeffrey
8,000
8,000
0
0%
Nicholson,
Donna
5,000
5,000
0
0%
Lahaie,
Mike
2,000
2,000
0
0%
Clarke,
Steve (18)
2,000
2,000
0
0%
Brown,
Christopher
4,000
4,000
0
0%
Stark,
Lisa
8,000
8,000
0
0%
Hunter,
Karen
4,000
4,000
0
0%
Stark,
Laura
2,000
2,000
0
0%
Barnett,
Alan (4)
45,600
45,600
0
0%
Boric,
Dean
14,000
14,000
0
0%
Boric,
Douglas
8,000
8,000
0
0%
Byford,
Dennis
6,000
6,000
0
0%
Cushing,
Catherine
10,000
10,000
0
0%
Cushing,
Robert
10,000
10,000
0
0%
Kvas,
Anton
10,000
10,000
0
0%
Macesic,
Branko
16,000
16,000
0
0%
Malivuk,
Milan
30,000
30,000
0
0%
Mitrovic,
Miladin
20,000
20,000
0
0%
Mrkalj,
Andjelko
8,000
8,000
0
0%
Prytula,
Linda (17)
40,000
40,000
0
0%
Robbins,
Kristen
1,000
1,000
0
0%
Robbins,
Lara
2,000
2,000
0
0%
Robbins,
Valentina
3,000
3,000
0
0%
Stanojcic,
Andja
2,000
2,000
0
0%
Van
Dongen, Cory
10,000
10,000
0
0%
Van
Dongen, Wilhelmus
10,000
10,000
0
0%
Optic
Light (19)
10,000
10,000
0
0%
Pirsich,
Steve
5,000
5,000
0
0%
Bordynuik,
Janet
2,000
2,000
0
0%
Gisel,
Tara
2,000
2,000
0
0%
Litalien,
Connie
13,000
13,000
0
0%
Albano,
Bruno
2,000
2,000
0
0%
Beni,
Mildred
3,000
3,000
0
0%
Orescanin,
Mildred
120,000
120,000
0
0%
Culliford,
Keith
1,400
1,400
0
0%
Drapeau,
Lynn (20)
10,000
10,000
0
0%
Maxwell,
Meredith
45,000
45000
0
0%
Maxwell,
Larry (24)
10,000
10,000
0
0%
Schertzing,
Bert
25,000
25,000
0
0%
Schertzing,
Christine
25,000
25,000
0
0%
58,621,250
9,697,375
10
*Less
than 1%
To our
knowledge, none of the selling shareholders or their beneficial owners (except
where noted):
-
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
-
has
ever been one of our officers or directors or an officer or director of
our predecessors or affiliates
-
are
broker-dealers or affiliated with broker-dealers.
1.
Andjelko
Mrkalj exercises voting control and dispositive power over the shares
listed on behalf of such entity.
2.
Ian
Brown and Tina Brown exercise voting control and dispositive power over
the shares listed on behalf of such entity.
3.
Brenda
Bagley is contracted as a bookkeeper for John Bordynuik
Inc.
4.
Alan
Barnett has been an employee of John Bordynuik Inc. since November 17,2008.
5.
Bob
Molodynia exercises voting control and dispositive power over the shares
listed on behalf of such entity.
6.
Napolean
Biamonte is the landlord of the building John Bordynuik Inc. leases for
operations.
7.
Frank
Coy and Lisa Matheson exercise voting control and dispositive power over
the shares listed on behalf of such entity and Frank Coy is an employee of
RBC Dominion Securities as a
Registered Representative investment advisor. Mr. Coy purchased in the
ordinary course of business, and at the time of the purchase he had no
agreements or understandings, directly or
indirectly, with any person to distribute the
securities.
8.
Steve
Doede has been an employee of John Bordynuik Inc since August 2, 2008.
Steve Doede is our
Risk Manager, and was the COO of the registrants sibsidiary company until
the merger.
9.
John
Bordynuik Sr. is the father of John Bordynuik, our President, Chairman of
the Board, Secretary
and Treasurer and did some minor contract work for John Bordynuik
Inc.
10.
Brian
Seburn has been an employee of John Bordynuik Inc. since August 2,2008.
11.
Marina
D’Orazio is a contracted for cleaning services for John Bordynuik
Inc.
12.
Mildred
Orescanin exercises voting control and dispositive power over the shares
listed on behalf of such entity.
13.
Shirley
Bordynuik exercises voting control and dispositive power over the shares
listed on behalf of such entity. She is the mother of John Bordynuik, our
President, Chairman of the Board, Secretary and
Treasurer.
14.
Harry
Fois exercises voting control and dispositive power over the shares listed
on behalf of such entity.
15.
Kathryn
Matkowski has been an employee and manager of John Bordynuik Inc. since
September 22, 2008.
16.
Carrie
Pinder-Doede was a summer student employee at John Bordynuik Inc. in
2008.
17.
Linda
Prytula was contracted as a bookkeeper for John Bordynuik
Inc.
18.
Steve
Clarke has been an employee of John Bordynuik Inc. since August 2,2008.
19.
Wilhelmus
Van Dongen exercises voting control and dispositive power over the shares
listed on behalf of such entity.
20.
Lynn
Drapeau has been an employee of John Bordynuik Inc. since October 27,2008.
21.
Sandra
Elsley was an employee and non-signing officer of the registrants
subsidiary company until October 2008. Her employment was
terminate with cause in October 2008 and has no role in
JBI and is now a common shareholder.
22.
John
Bordynuik is the President, Chairman of the Board, Secretary and Treasurer
of John Bordynuik Inc.
23.
To
ensure corporate integrity, JBI has the right to repurchase shares that
were issued to employees at the original price paid at any time for
misconduct or breach of confidentiality, or
any breach of JBI’s code of conduct, at the discretion of the
Board.
24.
Larry
Maxwell is an employee of RBC Dominion Securities as a Registered
Representative investment advisor. Mr. Maxwell purchased in the ordinary
course of
business, and at the time of the purchase he had no agreements or
understandings, directly or indirectly, with any person to distribute the
securities.
The
selling security holders may sell some or all of their shares at a fixed price
of $0.50 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will be filing to obtain a listing on the Over the Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order
to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. There can be
no assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. However,
sales by selling security holder must be made at the fixed price of $0.50 until
a market develops for the stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may be
changed. The distribution of the shares may be effected in one or more of the
following methods:
O
ordinary
brokers transactions, which may include long or short
sales,
O
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
O
through
direct sales to purchasers or sales effected through
agents,
O
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
O
any
combination of the foregoing.
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $20,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Our
authorized capital stock consists of 200,000,000 Shares of common stock, $0.001
par value per share and 50,000,000 shares of preferred stock, par value $0.001
per share. There are no provisions in our charter or by-laws that would delay,
defer or prevent a change in our control.
Common
Stock
We are
authorized to issue 200,000,000 shares of common stock, $0.001 par value per
share. Currently we have 58,621,250 common shares issued and
outstanding.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there is no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
All
shares of common stock now outstanding are fully paid for and non-assessable and
all shares of common stock which are the subject of this private placement are
fully paid and non-assessable. We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the state of Delaware for a
more complete description of the rights and liabilities of holders of our
securities. All material terms of our common stock have been
addressed in this section.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Preferred
Stock
We are
authorized to issue 50,000,000 shares of preferred stock, $0.001 par value per
share. The terms of the preferred shares are at the discretion of the
board of directors. Currently no preferred Shares are issued and
outstanding.
Dividends
We have
not paid any cash dividends to shareholders. The declaration of any future cash
dividends is at the discretion of our board of directors and depends upon our
earnings, if any, our capital requirements and financial position, our general
economic conditions, and other pertinent conditions. It is our present intention
not to pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
The
financial statements included in this prospectus and the registration statement
have been audited by Gately & Associates, LLC, to the extent and for the
periods set forth in their report appearing elsewhere herein and in the
registration statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
We were
founded in the State of Delaware on September 27, 2007 as Expedite 2, Inc and
100,000 shares were issued to Sheila Hunter. On June 2, 2008, pursuant to
the terms of a Stock Purchase Agreement, John Bordynuik purchased a total of
100,000 shares of our issued and outstanding common stock from Sheila Hunter for
an aggregate of $30,000 in cash. The total of 100,000 shares represented 100% of
the shares of issued and outstanding common stock of the Company at the time of
transfer.
On
February 10, 2009 we entered into an Exchange Agreement with 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.
Our
wholly owned subsidiary JBI is an Ontario Corporation incorporated on February10, 2006. JBI reads high volume legacy data computer tapes for large
institutions and corporations. JBI is sole sourced by NASA and MIT to read their
7 & 9 track computer tapes written from the 1960’s to 2000. Millions of
tapes were written during this period and the data has not been recoverable to
date.
John
Bordynuik, President of JBI, has developed the technology to read legacy data
computer tapes and to extract and recover the valuable data contained therein.
Mr. Bordynuik has built a strong reputation in legacy data recovery and has
completed recovery projects for the NASA, MIT, UN Tapes, the Ontario Provincial
Government, and other institutions and Fortune-100 companies and their founders.
Mr. Bordynuik has assigned this technology to JBI.
JBI
designed and manufactured a 40-foot mobile data recovery container complete with
18 drives, photographing stations, servers, air handling, tape dehydration
systems, and rooms for tape libraries. This container is capable of reading in
excess of 700 tapes per day and is designed primarily to remotely read large
volumes of seismic data tapes for oil and gas as well as highly sensitive tapes
for government defense departments.
Mr.
Bordynuik has experience cracking encryption used to store data onto tapes and
deciphering data for clients; this is extremely valuable in the process of
legacy data recovery and provides a value–added service to customers. Usually,
JBI’s services are required to decipher tape data after recovery. All data,
sensitive or private, is stored in a secure location and viewed only by JBI. JBI
employs Mr. Bordynuik’s software to decipher all data and convert it to modern
file formats as requested by clients.
Mr.
Bordynuik has developed technology to prove mechanically that the recovered data
is 100% accurate. Prior to the development of this technology old media read on
original equipment could not be validated and its output was generally
poor.
JBI’s
technology is valuable to governmental and educational institutions, and in the
recovery of seismic data. As an example, earth science sensor data compiled by
NASA and stored on these tapes can now be viewed and studied on a single
computer. At the time that these legacy tapes were written, it was not uncommon
for large IBM mainframes to have 8 kilobytes of dynamic memory and no disk
drive. In the past, it has not been possible to process decades of sensor data
due to limited disk storage, lack of dynamic memory and limited processing
power, and inability to read old tapes. From a business-unit perspective, every
tape is considered a “national asset” and high volumes of paperwork,
administration and storage costs are required to manage them. JBI can usually
amalgamate 200,000 national assets (tapes) into one national asset (hard disk
array).
We have
scaled to handle multiple clients and have developed a tape transcription,
migration and normalization technology for the oil and gas market. To date,
JBI’s business has been unsolicited. In the future, JBI will utilize existing
relationships to seek new business and will seek relationships with oil and gas
clients to read their seismic data tapes.
JBI
designed and manufactured a 40-foot Mobile Data Recovery Container complete with
18 tape drives, photographing stations, servers, air handling, tape dehydration
systems, and room for tape libraries. This container is capable of reading in
excess of 700 tapes per day. It is an innovative solution to remotely read large
volumes of seismic data tapes for Oil and Gas as well as highly sensitive tapes
for Government Defense Departments. JBI will now transport its proprietary
technologies and processes directly to clients’ sites in order to read tapes
that contain exceptionally sensitive data or are restricted through governmental
regulations from going off-site.
JBI does
not use off-the-shelf-hardware and software and has the ability to design
technology to recover most legacy data and most modern media. Through
proprietary research and development that applies technology solutions with
artificial intelligence and custom hardware, firmware and software, JBI provides
the innovation necessary to be competitive in today’s market.
JBI holds
a US patent (7,115,872) for a dirty bomb detector and is exploring the
possibilities of licensing this technology to the market.
14
JBI
sponsored the IEEE Mass Storage Systems and Technologies Conference in Maryland
in September 2008. Mr. Bordynuik spoke at the event to highlight JBI’s findings.
The attendees are representatives from institutions in the United States and
internationally. This was a significant event for JBI.
Products
Magnetic Computer Backup
Tapes:
JBI is
sole sourced by institutions to read their large volume of legacy data 7 & 9
track tapes. In August 2008, JBI met with NASA to discuss further procurement
requirements and to work out scheduling for the arrival of more tapes. NASA is
currently arranging the shipping of the next set of tapes to JBI for data
recovery.
JBI has
read thousands of tapes for MIT. These were written from 1960s through 1995. The
scalability of our proprietary technology employed enables JBI to easily expand
data recovery services for new media types. JBI will continue to use economies
of scale to increase volume and lower costs.
JBI will
use economies of scope to provide data recovery solutions for newer types of
magnetic media that include microfiche, optical and film. JBI will leverage the
unique strategic alliance with Mr. Bordynuik to establish long-term licensing of
technologies used in our products and services. JBI will focus on reliable and
timely delivery and quality outcomes. JBI will build, strengthen and manage the
JBI brand.
Radiation
Detection Products
JBI owns
a broad-based patent for a handheld and network able dirty bomb detection
sensor. JBI has not built or sold any product under this patent to
date.
Advertising and Sales
Strategy:
Tapes
JBI has
already developed a reputation in data recovery and is sole-sourced by
established institutions, governments and individuals. We hope this reputation
will promote word of mouth sales and contacts. JBI has developed strategic
alliances with NASA, MIT and other educational institutions as a result of Mr.
Bordynuik’s 22-year track record of data recovery and reputation for being able
to recovery 100% of the information from “unreadable” tapes. Strategic alliances
provide on-going introductions to institutions and corporations in need of our
data recovery services.
JBI plans
to develop and offer only the highest quality products and services. We will use
patented and/or disruptive technologies. This will reduce customers’ costs and
have a positive outcome. This strategy will continually differentiate us from
our competitors’ products and services. This is demonstrated by “perfect reads”
of tapes from NASA, the UN, MIT, the US Army, and other public and private
archives.
JBI has a
working agreement with a seismic data library corporation regarding our ability
to recover and manage their volumes of 7 & 9 track tapes. JBI has a working
agreement with an oil and gas data management company and is now formalizing the
scope of various projects with their oil and gas clients.
JBI
Senior Executives have and will continue to attend the key exhibitions and
conferences for mass storage solutions to promote JBI’s data recovery
solutions.
VII.
Competitive Advantages
We are
the only company capable, at this time, of reading legacy 7 & 9 track tapes
100%. Our competition will be from data recovery houses who claim to be able to
read legacy data. In the past, these data recovery businesses have sent JBI
requests to purchase and/or license Mr. Bordynuik’s technologies.
During
NASA’s procurement process, JBI received requests from various vendors to quote
on subcontracting the work. NASA procured JBI through FAR 13 for tape recovery
after a thorough bidding and verification process.
Presently,
some data recovery businesses use original equipment to recover data from old
media; this is generally found to be ineffective and data is not accurate. JBI
will compete against groups claiming to be able to read legacy media by
emphasizing our proven track record and proven technology. JBI will achieve and
maintain profitability by controlling costs. We will scale up only on an
as-needed basis.
15
Employees
We
currently employ 15 full and part-time staff. We designs, develops and
manufactures all of our data recovery equipment. We are equipped with 12 media
dryers, 66 7 & 9-track tape drives, large customized and modified tape
libraries to support media such as 3480, 3490, 3590, DLT, LTO, SDLT,
AIT, and Exabyte, as well as many other modern cartridge formats. We have 200TB
of storage and various server clusters for processing. We have packaged internal
data conversion and management systems into one plug-and-play solution for
clients with large datasets.
We
designed and manufactured a 40-foot Mobile Data Recovery Container complete with
18 tape drives, photographing stations, servers, air handling, tape dehydration
systems, and room for tape libraries. This container is capable of reading in
excess of 700 tapes per day. It is an innovative solution to remotely read large
volumes of seismic data tapes for oil and gas as well as highly sensitive tapes
for government defense departments. We will now transport our proprietary
technologies and processes directly to clients’ sites in order to read tapes
that contain exceptionally sensitive data or are restricted through governmental
regulations from going off-site.
We have
an infrastructure to support data acquisition, processing and output. Our
development lab includes a 144-core distributed processing and file-serving
cluster with 100TB of temporary storage. We utilize a “Cray-on-a-chip”
development platform to migrate designs to hardware after thoroughly proven in
software. We have a fully equipped machine shop. Risk of data loss is mitigated
through the use of a secure offsite backup storage facility. We have
manufactured additional tape drives for the oil and gas sector. We have a large
engineering, math and solutions archive onsite.
We
presently lease corporate office and warehouse space located at 4536 Portage
Road, Niagara Falls, Ontario Canada L2E 6A8, in the north end of Niagara Falls,
five miles from two major highways, and within five to 20 miles from four major
international bridges. JBI pays $6888.88 monthly for this space. Our
phone number is (905) 354-7222.
Our
corporate office and production warehouse is located in a 32,000 square foot
facility located in Niagara Falls, Ontario, Canada. Our Administration, Sales
& Marketing and Research & Development team occupies 3,000 square feet,
and 5,000 sq. feet is allocated for prototype, assembly and data recovery.
Production, shipping and receiving are managed in the remainder of our
facility.
We plan
to open an engineering office in Cambridge, Massachusetts near MIT. We have
outsourced software and hardware engineers to assist in developing and scaling
our technologies.
There are
no legal proceedings pending or threatened against us.
16
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms apart. However, we can provide no assurance that our shares of common
stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.
Holders of Our Common
Stock
As of the
date of this registration statement, we had 249 shareholders of our common
stock.
Rule 144
Shares
As
of April 6, 2009, there are no shares of common available for resale to the
public and in accordance with the volume and trading limitations of Rule 144 of
the Act. After June 2009, the 100,000 common shares held by John
Bordynuik will become available for resale to the public and in accordance with
the volume and trading limitations of Rule 144 of the Act. After
February 2010, the 37,000,000 shares held by John Bordynuik pursuant to the
Exchange Agreement will become available for resale to the public and in
accordance with the volume and trading limitations of Rule 144 of the
Act. After February 2010, all of the shares of our common stock held
by the245 shareholders who were issued shares pursuant to the Exchange Agreement
will become available for resale to the public. Sales under Rule 144 are subject
availability of current public information about the company.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company’s common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed 1% of
the number of shares of the company’s common stock then outstanding which, in
our case, would equal approximately 586,212 shares of our common stock as of the
date of this prospectus.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company’s affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
Stock Option
Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information regarding our common
stock and our company, please review the registration statement, including
exhibits, schedules and reports filed as a part thereof. Statements in this
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the registration statement, each such statement being qualified in all respects
by such reference.
We are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E ,
Washington D.C. 20549. Copies of such material can be obtained from
the Public Reference Section of the SEC at prescribed rates. You may call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Because we file documents electronically with the SEC, you may
also obtain this information by visiting the SEC’s Internet website at
http://www.sec.gov.
John Bordynuik, Inc. (the
“Company”), formerly known as Expedite 2, Inc., was incorporated in the
state of Delaware on September 27, 2007 and is headquartered in Niagara Falls,
Canada. The Company has developed technology to read legacy data computer
tapes and to extract and recover the valuable data contained therein. The
technology developed cracks encryption used to store data onto tapes and
deciphering data for clients in the process of legacy data recovery usually
deciphering tape data after recovery. All data, sensitive or private, is stored
in a secure location and viewed only by the Company. The Company employs its
software to decipher all data and convert it to modern file formats as requested
by clients.
On
February 10, 2009the Company entered into a merger agreement with the
subsidiary Company, John Bordynuik, Inc., a Canadian company. The company
accounted for this as a reverse merger, into an inactive company, Expedite 2,
Inc., a Delaware corporation, whereby Expedite 2, Inc. changed its name to John
Bordynuik, Inc. The exchange of stock was for 100 % of the issued and
outstanding shares of the subsidiary company, the Company issued 58,521,250
common shares to the shareholders of the subsidiary company acquirement of their
shares, or 234,085 shares, or 250 shares for each share. From inception,
September 27, 2007 to the date of closing, the Company had no operations and was
actively looking for an operating company to merge with or acquire.
The
Company has adopted a July 31 fiscal year end.
NOTE
2
BASIS
OF PRESENTATION AND GOING CONCERN
The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles.
As
indicated in the accompanying financial statements, since inception the Company
has incurred cumulative net realized losses. Since inception, the Company’s
management have indicated their continued support for the Company; however,
there can be no assurance these activities will be successful. These matters
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company continues to seek both public
and private debt and equity funding.
NOTE
3
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
a.
Cash
For
purposes of the Statement of Cash Flows, the Company considers all short-term
debt securities purchased with a maturity of three months or less to be cash
equivalents.
b.
Inventory
Inventory
is valued at the lower of cost or market and net realizable value determined on
a specific item basis.
The
carrying amounts of the Company’s financial instruments, which include cash
equivalents and current liabilities, approximate their fair values at July 31,2008 and 2007.
d.
Foreign Currency Translation
Adjustments
The U.S.
dollar is the functional currency of the Company. Its operating subsidiary uses
the Canadian dollar. The Canadian subsidiary operations are translated into the
U.S. dollar as if it operated using U.S. dollars by the temporal method of
currency translation. All foreign currency asset and liability amounts are
remeasured into U.S. dollars at year end-of-period exchange rates, except for
inventories, prepaid expenses and property, plant, and equipment, which are
remeasured at historical rates. Foreign currency income and expenses are
remeasured at average exchange rates in effect during the year, except for
expenses related to balance sheet amounts which are translated at historical
exchange rates. Net remeasurement gains and losses of foreign currency
translation adjustments are shown as part of equity and are also shown in
comprehensive income.
e.
Intangible
Assets
Intangible
assets are accounted for at cost and not amortized. Intangible assets are tested
for impairment annually, or more frequently if events or changes in
circumstances indicate that they might be impaired. The impairment test consists
in comparison of the fair value of assets and/or cash inflows derived from the
asset with its carrying value. When the carrying value exceeds these values an
impairment loss is recognized in an amount equal to the excess
f.
Earnings Per
Share
Basic and
diluted net income per common share is computed by dividing the net income
available to common shareholders for the period by the weighted average number
of shares of common stock outstanding during the period. The number of weighted
average shares outstanding as well as the amount of net income per share is the
same for basic and diluted per share calculations for all periods reflected in
the accompanying financial statements.
g.
Income
Taxes
The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes", which requires the
use of the "liability method". Accordingly, deferred tax liabilities and assets
are determined based on differences between the financial statement and tax
bases of assets and liabilities, using enacted tax rates in effect for the year
in which the differences are expected to reverse. Current income taxes are based
on the income that is currently taxable.
h.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
i.
Advertising
Costs
The
Company expenses advertising costs when the advertisement occurs.
Revenue
and cost reported to date is realized from the subsidiary’s operations and
recognized on the accrual basis in accordance with Generally Accepted Accounting
Principles.
k.
Common Stock Recorded as
Compensation
The
Company does not have an employee stock compensation package set up at this
time. The stock compensation that may be granted would fall under Rule 144.
Compliance with Rule 144 is discussed in the following paragraph.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares
1% of the
number of shares of the company's common stock then outstanding.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Effective
February 15, 2008, the holding period requirement under Rule 144 for
‘‘restricted securities’’ of issuers that are subject to the reporting
requirements of the Securities Exchange Act of 1934 is shortened to six months.
Restricted securities of issuers that are not subject to the Exchange Act
reporting requirements will continue to be subject to a one-year holding
period prior to any public resale.
l.
Recent Accounting
Pronouncements
Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities
In
June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue
No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.” The FSP addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class method. The FSP
affects entities that accrue dividends on share-based payment awards during the
awards’ service period when the dividends do not need to be returned if the
employees forfeit the award. This FSP is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of
FSP EITF 03-6-1 on its consolidated financial position and results of
operations.
Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock
In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF
07-5). EITF 07-5 provides that an entity should use a two step
approach to evaluate whether an equity-linked financial instrument (or embedded
feature) is indexed to its own stock, including evaluating the instrument's
contingent exercise and settlement provisions. It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuation instruments on the evaluation. EITF
07-5 is effective for fiscal years beginning after December 15,2008. The Company is currently assessing the impact of EITF 07-5 on
its consolidated financial position and results of operations.
Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion. The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized. The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations. The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented. The FSP is effective as of January 1, 2009 and early
adoption is not permitted. The Company is currently evaluating the
potential impact of FSP APB 14-1 upon its consolidated financial
statements.
The
Hierarchy of Generally Accepted Accounting Principles
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (FAS No.162). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements. SFAS No. 162 is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles". The
implementation of this standard will not have a material impact on the Company's
consolidated financial position and results of operations.
Determination
of the Useful Life of Intangible Assets
In April
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination
of the Useful Life of Intangible Assets”, which amends the factors that should
be considered in developing renewal or extension assumptions used to determine
the useful life of intangible assets under SFAS No. 142 “Goodwill and Other
Intangible Assets”. The intent of this FSP is to improve the consistency
between the useful life of a recognized intangible asset under SFAS No. 142 and
the period of the expected cash flows used to measure the fair value of the
asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S.
generally accepted accounting principles. The Company is
currently evaluating the potential impact of FSP FAS No. 142-3 on its
consolidated financial statements.
Disclosure
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities,
an amendment of SFAS No. 133”, (SFAS 161). This statement requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation. The Company is required to adopt SFAS No. 161
on January 1, 2009. The Company is currently evaluating the potential impact of
SFAS No. 161 on the Company’s consolidated financial statements.
Delay
in Effective Date
In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.
In
December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS
141(R)). This Statement replaces the original SFAS No. 141. This Statement
retains the fundamental requirements in SFAS No. 141 that the acquisition method
of accounting (which SFAS No. 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. The objective of SFAS No. 141(R) is to improve the relevance, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer:
a.
Recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the
acquiree.
b.
Recognizes
and measures the goodwill acquired in the business combination or a gain
from a bargain purchase.
c.
Determines
what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business
combination.
This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company does not expect the effect that its adoption of SFAS No.
141(R) will have on its consolidated results of operations and financial
condition.
Non-controlling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51
In
December 2007, the FASB issued SFAS No. 160 “Non-controlling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No.
160). This Statement amends the original Accounting Review Board
(ARB) No. 51 “Consolidated Financial Statements” to establish accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a non-controlling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008 and may not be applied before that
date. The Company does not expect the effect that its adoption of
SFAS No. 160 will have on its consolidated results of operations and financial
condition.
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115” (SFAS No. 159), which becomes effective for the Company on February 1,2008, permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses in
earnings. Such accounting is optional and is generally to be applied instrument
by instrument. The Company does not anticipate that the election, of this
fair-value option will have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
and liabilities. SFAS No. 157 addresses the requests from investors for expanded
disclosure about the extent to which companies’ measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and will be adopted by the Company in the first quarter of
fiscal year 2008. The Company is unable at this time to determine the effect
that its adoption of SFAS No. 157 will have on its consolidated results of
operations and financial condition.
Accounting
Changes and Error Corrections
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
(SFAS No. 154), which replaces Accounting Principles Board (APB) Opinion No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections, and it establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS No. 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company adopted SFAS No. 154 in the first
quarter of fiscal year 2007 and does not expect it to have a material impact on
its consolidated results of operations and financial condition.
NOTE
4 NOTE
RECEIVABLE
On
October 10, 2008, the Company loaned cash in the amount $50,000 to a shareholder
in the form of a loan agreement whereby the note was collateralized by 1,000,000
shares of the Company’s common stock. The note requires the
shareholder to repay the note one month after the Company becomes publically
traded. A nominal amount of interest at 3% per year is imputed on the
principal balance and accrued until such time the note is paid.
NOTE
5 PROPERTY AND
EQUIPMENT
Property,
plant and equipment are recorded at cost. Depreciation is provided
for under the declining balance method at rates which are designated to charge
the cost of property, plant and equipment to expense over their estimated useful
lives.
In the
year of acquisition, one-half of the normal rate is used.
NOTE
6 RELATED PARTY
TRANSACTIONS
From time
to time shareholders may loan the Company money for operating
needs. These are accounted for as demand notes whereby interest is
imputed as there is no stated rate carried on the notes. The Company
had a demand note payable with the Company’s President for the amounts owed the
President for a technology agreement and a patent agreement. The
balance of this note at January 31, 2009 was $160,197.
Through
assignment agreements, a Technology Agreement and Patent Agreement, the
Company’s President, John Bordynuik, assigned to the Company its Technology and
a Patent.
Effective
February 7, 2007the Company entered into an agreement with John Bordynuik to
license the use of proprietary magnetic media tape drive technology. This
agreement includes “know-how, technology, method and services related to John
Bordynuick’s proprietary magnetic media tape drive technology. More specifically
assigned technology transfer included: magnetic media bit-level detection, tape
drive control and designs, Mr. Head technology, software and firmware required
to cover data, and a draft patent application to be filed by the Company.
Consideration paid to John Bordynuik included an issuance of 6,000 common shares
of stock for a value of $43,065 and 6,000 shares to be held in trust for John
Bordynuik’s children.
In
addition to the consideration outlined above, in the event that the Company
sells, or licenses any part of the know-how, technology, method, or services
related to any part of the magnetic media bit-level detection, tape drive
control and designs, Mr. Head technology, software and firmware required to
recover data, or draft patent application consideration of 10% of any licensing
fee and 15% of any research and development funding will be paid to John
Bordynuik. The Company is also responsible for prosecuting
infringements of and maintaining all assigned patents and will be responsible
for the payment of all related fees to do so.
Patent
Agreement
Effective
October 7, 2006the Company entered into an agreement to license a patent to
license a patent for portable radiation detector from John
Bordynuik. This agreement includes the license for US patent
#7,115,872 Portable Radiation Detector and Method of Detecting
Radiation. Consideration paid by the Company to John Bordynuik
included a one-time $176,960. In addition, consideration of 6,000
shares of the Company common stock will also be paid to John Bordynuik and will
be held in trust for John Bordynuik’s children.
In
addition to the consideration outlined above, in the event the Company sells, or
licenses any part of the license for US Patent # 7,115,872 Portable Radiation
Detector and Method of Detecting Radiation consideration of 10% of any licensing
fee and 15% of any research and development funding will be paid to John
Bordynuik.
NOTE
7
PROFIT
SHARING PLAN
On
November 10, 2008, the Company approved a policy that 5% of all future profits
will be paid out to employees in the form of a profit sharing plan.
On
November 10, 2007, the Company entered into a one-year lease for additional
space on a net basis and will be renewable monthly after
expiration. The lease calls for monthly payments of $3,496
including GST.
On August25, 2008 additional space was leased for $75 per month including GST, for a
three month period.
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
COMMON
STOCK
Common
stock includes 200,000,000 shares authorized at a par value of
$0.001.
Upon
inception, September 27, 2007, the Company issued 100,000 shares of
common stock which were issued as compensation for a value of $100, or $0.001
per share. On June 2, 2008, pursuant to the terms of a stock purchase
agreement, John Bordynuik, purchased 100% of these shares the sole shareholder
for the aggregate of $30,000 in cash.
On
February 10, 2009the Company entered into a merger agreement with the
subsidiary Company, John Bordynuik, Inc., a Canadian
company. The company accounted for this as a reverse merger,
into an inactive company, Expedite 2, Inc., a Delaware corporation, whereby
Expedite 2, Inc. changed its name to John Bordynuik, Inc. The
exchange of stock was for 100 % of the issued and outstanding shares of the
subsidiary company, the Company issued 58,521,250 common shares to the
shareholders of the subsidiary company acquirement of their shares, or 234,085
shares, or 250 shares for each share. From inception, September 27,2007 to the date of closing, the Company had no operations and was actively
looking for an operating company to merge with or acquire.
From June
2008 through July 2008 the Company issued 6,045,750 shares of common stock for
cash for a total of 6,045,750, or $3.32327972 per share.
From
September 2007 through May 2008 the Company issued 1,190,500 shares of common
stock for cash for a total of $427,964, or $0.47461611 per share.
During
July 2007 the Company issued 2,135,000 shares of common stock as compensation
for a total of $7,440, or $0.0082667 per share.
On June22, 2007, the Company issued 1,400,000 shares of common stock as compensation
for a total of $366, or roughly $0.00087111 per share.
On June1, 2007the Company issued 1,400,000 shares of common stock for consulting
services for a total of $784, or $0.0008711 per share.
On
February 23, 2007, the Common issued 1,500,000 shares of common stock for a
patent agreement for a total of $268, or $0.00029778 per share.
On
November 10, 2006, the Company issued 1,500,000 shares of common stock for a
technology agreement for a total of $251, or $0.00027889 per share.
On
November 6, 2006, the Company issued 36,100,000 shares of common stock to
satisfy a note payable a total $26,562, or $0.0951333 per share.
On
October 31, 2006, the Company issued 60,000 shares of common stock for cash for
a total of $106,764, or $0.1186267 per share.
On
February 10, 2006, the Company issued 900,000 shares of common stock as
acceptance of incorporation expenses for a total of $159, or $0.00017667 per
share.
NOTE
10 INCOME TAX
The
Company has experienced significant net operating losses in previous years and
for the period ending July 31, 2008. The parent company is a US
company and files its federal and state taxes in the U.S.
The
subsidiary company operates in Canada and has no operations in the US and
therefore no tax liability or deferred tax asset has been accrued.
NOTE
11
SUPPLEMENTAL
DISCLOSURES OF CASH FLOWS
INFORMATION
There was
no cash paid for interest or income tax for the years ended July 31, 2008 and
2007. The company had non-cash transactions whereby the Company
issued stock as compensation and also issued stock to retire
debt. These non-cash issuances of stock are described in the equity
footnote #9.
NOTE
12 LITIGATION
From time
to time the Company may be involved in litigation however currently and in the
past the Company has not been involved in any litigation.
Report
of Independent Registered Public Accountant
F-1
Balance
Sheet
F-2
Statement
of Operations
F-4
Statement
of Stockholders Equity
F-5
Statement
of Cash Flows
F-7
Notes
to the Financial Statements
F-8
- F-16
Report of Independent
Registered Public Accounting Firm
To the
Board of Director and shareholders
We have
audited the accompanying balance sheet of John Bordynuik, Inc. as of July 31,2008 and 2007 and the related statement of operations, stockholders’ equity, and
cash flows for the years then ended July 31, 2008 and 2007. These financial
statements are the responsibility of company’s management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of John Bordnyuik, Inc. at July 31,2008 and 2007 and the results of its operations and its cash flows for the years
ended July 31, 2008 and 2007 in conformity with U.S. Generally Accepted
Accounting Principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
John Bordynuik, Inc. (the
“Company”), formerly known as Expedite 2, Inc., was incorporated in the
state of Delaware on September 27, 2007 and is headquartered in Niagara Falls,
Canada. The Company has developed technology to read legacy
data computer tapes and to extract and recover the valuable data contained
therein. The technology developed cracks encryption used to store
data onto tapes and deciphering data for clients in the process of legacy data
recovery usually deciphering tape data after recovery. All data,
sensitive or private , is stored in a secure location and viewed only by the
Company. The Company employs its software to decipher all data and
convert it to modern file formats as requested by clients.
On
February 10, 2009the Company entered into a merger agreement with the
subsidiary Company, John Bordynuik, Inc., a Canadian
company. The company accounted for this as a reverse merger,
into an inactive company, Expedite 2, Inc., a Delaware corporation, whereby
Expedite 2, Inc. changed its name to John Bordynuik, Inc. The
exchange of stock was for 100 % of the issued and outstanding shares of the
subsidiary company, the Company issued 58,521,250 common shares to the
shareholders of the subsidiary company acquirement of their shares, or 234,085
shares, or 250 shares for each share. From inception, September 27,2007 to the date of closing, the Company had no operations and was actively
looking for an operating company to merge with or acquire.
The
Company has adopted a July 31 fiscal year end.
NOTE
2
BASIS
OF PRESENTATION AND GOING CONCERN
The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles.
As
indicated in the accompanying financial statements, since inception the Company
has incurred cumulative net realized losses. Since inception, the
Company’s management have indicated their continued support for the Company;
however, there can be no assurance these activities will be successful. These
matters raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of
business. These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern. The Company continues to seek both public and
private debt and equity funding.
NOTE
3
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
a.
Cash
For
purposes of the Statement of Cash Flows, the Company considers all short-term
debt securities purchased with a maturity of three months or less to be cash
equivalents.
b.
Inventory
Inventory
is valued at the lower of cost or market and net realizable value determined on
a specific item basis.
The
carrying amounts of the Company’s financial instruments, which include cash
equivalents and current liabilities, approximate their fair values at July 31,2008 and 2007.
c.
Foreign Currency Translation
Adjustments
The U.S.
dollar is the functional currency of the Company. Its operating
subsidiary uses the Canadian dollar. The Canadian subsidiary
operations are translated into the U.S. dollar as if it operated using U.S.
dollars by the temporal method of currency translation. All foreign
currency asset and liability amounts are remeasured into U.S. dollars at year
end-of-period exchange rates, except for inventories, prepaid expenses and
property, plant, and equipment, which are remeasured at historical
rates. Foreign currency income and expenses are remeasured at average
exchange rates in effect during the year, except for expenses related to balance
sheet amounts which are translated at historical exchange rates. Net
remeasurement gains and losses of foreign currency translation adjustments are
shown as part of equity and are also shown in comprehensive income.
d.
Intangible
Assets
Intangible
assets are accounted for at cost and not amortized. Intangible assets
are tested for impairment annually, or more frequently if events or changes in
circumstances indicate that they might be impaired. The impairment
test consists in comparison of the fair value of assets and/or cash inflows
derived from the asset with its carrying value. When the carrying
value exceeds these values an impairment loss is recognized in an amount equal
to the excess
e.
Earnings Per
Share
Basic and
diluted net income per common share is computed by dividing the net income
available to common shareholders for the period by the weighted average number
of shares of common stock outstanding during the period. The number of weighted
average shares outstanding as well as the amount of net income per share is the
same for basic and diluted per share calculations for all periods reflected in
the accompanying financial statements.
f.
Income
Taxes
The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes", which requires the
use of the "liability method". Accordingly, deferred tax liabilities and assets
are determined based on differences between the financial statement and tax
bases of assets and liabilities, using enacted tax rates in effect for the year
in which the differences are expected to reverse. Current income taxes are based
on the income that is currently taxable.
g.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
h.
Advertising
Costs
The
Company expenses advertising costs when the advertisement occurs.
Revenue
and cost s reported to date is realized from the subsidiary’s operations and
recognized on the accrual basis in accordance with Generally Accepted Accounting
Principles.
j.
Common Stock Recorded as
Compensation
The
Company does not have an employee stock compensation package set up at this
time. The stock compensation that may be granted would fall under Rule 144.
Compliance with Rule 144 is discussed in the following paragraph.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:
1.
1% of the number of shares of the company's common stock then
outstanding.
2. The
average weekly trading volume of the company's common stock during the four
calendar weeks preceding the filing of a notice on form 144 with respect to the
sale.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Effective
February 15, 2008, the holding period requirement under Rule 144 for
‘‘restricted securities’’ of issuers that are subject to the reporting
requirements of the Securities Exchange Act of 1934 is shortened to six months.
Restricted securities of issuers that are not subject to the Exchange Act
reporting requirements will continue to be subject to a one-year holding period
prior to any public resale.
k.
Recent Accounting
Pronouncements
Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities
In June
2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.” The FSP addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method. The FSP affects entities that
accrue dividends on share-based payment awards during the awards’ service period
when the dividends do not need to be returned if the employees forfeit the
award. This FSP is effective for fiscal years beginning after December 15, 2008.
The Company is currently assessing the impact of FSP EITF 03-6-1 on its
consolidated financial position and results of operations.
Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock
In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5). EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including evaluating the instrument's contingent exercise and
settlement provisions. It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of EITF
07-5 on its consolidated financial position and results of
operations.
Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion. The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized. The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations. The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented. The FSP is effective as of January 1, 2009 and early
adoption is not permitted. The Company is currently evaluating the
potential impact of FSP APB 14-1 upon its consolidated financial
statements.
The
Hierarchy of Generally Accepted Accounting Principles
In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles". The implementation of this standard will not
have a material impact on the Company's consolidated financial position and
results of operations.
Determination
of the Useful Life of Intangible Assets
In April
2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination
of the Useful Life of Intangible Assets”, which amends the factors that should
be considered in developing renewal or extension assumptions used to determine
the useful life of intangible assets under SFAS No. 142 “Goodwill and Other
Intangible Assets”. The intent of this FSP is to improve the consistency between
the useful life of a recognized intangible asset under SFAS No. 142 and the
period of the expected cash flows used to measure the fair value of the asset
under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S.
generally accepted accounting principles. The Company is currently evaluating
the potential impact of FSP FAS No. 142-3 on its consolidated financial
statements.
Disclosure
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities,
an amendment of SFAS No. 133”, (SFAS 161). This statement requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation. The Company is required to adopt SFAS No. 161
on January 1, 2009. The Company is currently evaluating the potential impact of
SFAS No. 161 on the Company’s consolidated financial statements.
Delay
in Effective Date
In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.
In
December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS
141(R)). This Statement replaces the original SFAS No. 141. This Statement
retains the fundamental requirements in SFAS No. 141 that the acquisition method
of accounting (which SFAS No. 141 called the purchase method) be used for
all business combinations and for an acquirer to be identified for each business
combination. The objective of SFAS No. 141(R) is to improve the relevance, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. To accomplish
that, SFAS No. 141(R) establishes principles and requirements for how the
acquirer:
a.
Recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the
acquiree.
b.
Recognizes
and measures the goodwill acquired in the business combination or a gain
from a bargain purchase.
c.
Determines
what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business
combination.
This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008 and may not be applied before
that date. The Company does not expect the effect that its adoption of SFAS No.
141(R) will have on its consolidated results of operations and financial
condition.
Non-controlling
Interests in Consolidated Financial Statements—an amendment of ARB No.
51
In
December 2007, the FASB issued SFAS No. 160 “Non-controlling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No.
160). This Statement amends the original Accounting Review Board
(ARB) No. 51 “Consolidated Financial Statements” to establish accounting and
reporting standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a non-controlling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008 and may not be applied before that
date. The Company does not expect the effect that its adoption of
SFAS No. 160 will have on its consolidated results of operations and financial
condition.
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115” (SFAS No. 159), which becomes effective for the Company on February 1,2008, permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses in
earnings. Such accounting is optional and is generally to be applied instrument
by instrument. The Company does not anticipate that the election, of this
fair-value option will have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
No. 157). SFAS No. 157 provides guidance for using fair value to measure assets
and liabilities. SFAS No. 157 addresses the requests from investors for expanded
disclosure about the extent to which companies’ measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and will be adopted by the Company in the first quarter of
fiscal year 2008. The Company is unable at this time to determine the effect
that its adoption of SFAS No. 157 will have on its consolidated results of
operations and financial condition.
Accounting
Changes and Error Corrections
In May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
(SFAS No. 154), which replaces Accounting Principles Board (APB) Opinion No. 20,
"Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim
Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections, and it establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS No. 154 is
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company adopted SFAS No. 154 in the first
quarter of fiscal year 2007 and does not expect it to have a material impact on
its consolidated results of operations and financial condition.
NOTE
4 NOTE
RECEIVABLE
On
October 10, 2008, the Company loaned to a shareholder cash in the amount $50,000
in the form of a loan agreement whereby the note was collateralized by 1,000,000
shares of the Company’s common stock. The note requires the
shareholder to repay the note one month after the Company becomes publically
traded. A nominal amount of interest at 3% per year is imputed on the
principal balance and accrued until such time the note is
paid.
NOTE
5 PROPERTY AND
EQUIPMENT
Property
, plant and equipment are recorded at cost. Depreciation is provided
for under the declining balance method at rates which are designated to charge
the cost of property, plant and equipment to expense over their estimated useful
lives.
COST
ACUM.
DEPRET.
2008
BOOK
VALUE
Drive
cooling system cooling system
1,661
163
1,498
Office
furniture and equipment
58,824
15,840
42,984
Tape
oven C&D
3,000
304
2,696
Tape
oven E
3,344
329
3,015
Lift
truck
10,773
1,615
9,158
IT
production
276,841
89,364
187,477
IT
stock
55,284
22,289
32,995
Tools
3,770
1,030
670
Computer
software
1,328
658
670
TOTAL
414,825
131,592
283,233
In the
year of acquisition one-half of the normal rate is used.
From time
to time shareholders may loan the Company money for operating needs. These are
accounted for as demand notes whereby interest is imputed as there is no stated
rate is interest carried on the notes. The Company had a demand note payable
with the Company’s President for the amounts owed the President for a technology
agreement and a patent agreement. The balance of this note at July 31, 2008 and
2007 was $213,253 and $341,022, respectively.
Through
assignment agreements, Technology Agreement and Patent Agreement, the Company
President, John Bordynuik, Assigned to the Company Technology and a
Patent.
Technology
Agreement
Effective
February 7, 2007the Company entered into an agreement with John Bordynuik to
license the use of proprietary magnetic media tape drive technology. This
agreement includes “know-how, technology, method and services related to John
Bordynuick’s proprietary magnetic media tape drive technology. More specifically
assigned technology transfer included: magnetic media bit-level detection, tape
drive control and designs, Mr. Head technology, software and firmware required
to cover data, and a draft patent application to be filed by the Company.
Consideration paid to John Bordynuik included an issuance of 6,000 common shares
of stock for a value of $43,065 and 6,000 shares to be held in trust for John
Bordynuik’s children.
In
addition to the consideration outlined above, in the event that the Company
sells, or licenses any part of the know-how, technology, method, or services
related to any part of the magnetic media bit-level detection, tape drive
control and designs, Mr. Head technology, software and firmware required to
recover data, or draft patent application consideration of 10% of any licensing
fee and 15% of any research and development funding will be paid to John
Bordynuik. The Company is also responsible for prosecuting infringements of and
maintaining all assigned patents and will be responsible for the payment of all
related fees to do so.
Patent
Agreement
Effective
October 7, 2006the Company entered into an agreement to license a patent to
license a patent for portable radiation detector from John
Bordynuik. This agreement includes the license for US patent
#7,115,872 Portable Radiation Detector and Method of Detecting
Radiation. Consideration paid by the Company to John Bordynuik
included a one-time payment of $176,960. In addition, consideration
of 6,000 shares of the Company common stock will also be paid to John Bordynuik
and will be held in trust for John Bordynuik’s children.
In
addition to the consideration outlined above, in the event the Company sells, or
licenses any part of the license for US Patent # 7,115,872 Portable Radiation
Detector and Method of Detecting Radiation consideration of 10% of any licensing
fee and 15% of any research and development funding will be paid to John
Bordynuik.
NOTE
7
PROFIT
SHARING PLAN
On
November 10, 2008, the Company approved a policy that 5% of all future
profits will be paid out to employees in the form of a profit sharing
plan.
On
November 10, 2007, the Company entered into a one year lease for additional
space whereby on a net basis and will be renewable monthly after expiration. The
lease calls for monthly payments of $3,496 including GST.
On August25, 2008 additional space was leased for $75 per month including GST for a three
month period.
NOTE
9 SHAREHOLDERS’
EQUITY
PREFERRED
STOCK
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
COMMON
STOCK
Common
stock includes 200,000,000 shares authorized at a par value of
$0.001.
Upon
inception, September 27, 2007, the Company issued 100,000 shares of common
stock which were issued as compensation for a value of $100, or $0.001 per
share. On June 2, 2008, pursuant to the terms of a stock purchase
agreement, John Bordynuik, purchased 100% of these shares the sole shareholder
for the aggregate of $30,000 in cash.
On
February 10, 2009the Company entered into a merger agreement with the
subsidiary Company, John Bordynuik, Inc., a Canadian
company. The company accounted for this as a reverse merger,
into an inactive company, Expedite 2, Inc., a Delaware corporation, whereby
Expedite 2, Inc. changed its name to John Bordynuik, Inc. The
exchange of stock was for 100 % of the issued and outstanding shares of the
subsidiary company, the Company issued 58,521,250 common shares to the
shareholders of the subsidiary company acquirement of their shares, or 234,085
shares, or 250 shares for each share. From inception, September 27,2007 to the date of closing, the Company had no operations and was actively
looking for an operating company to merge with or acquire.
From June
2008 through July 2008 the Company issued 6,045,750 shares of common stock for
cash for a total of 6,045,750, or $3.32327972 per share.
From
September 2007 through May 2008 the Company issued 1,190,500 shares of common
stock for cash for a total of $427,964, or $0.47461611 per share.
During
July 2007 the Company issued 2,135,000 shares of common stock as compensation
for a total of $7,440, or $0.0082667 per share.
On
October 31, 2006, the Company issued 60,000 shares of common stock for cash for
a total of $106,764, or $0.1186267 per share.
F-15
On June22, 2007, the Company issued 1,400,000 shares of common stock as compensation
for a of $366, or roughly $0.00087111 per share.
On June1, 2007the Company issued 1,400,000 shares of common stock for consulting
services for a total of $784, or $0.0008711 per share.
On
February 23, 2007, the Common issued 1,500,000 shares of common stock for a
patent agreement for a total of $268, or $0.00029778 per share.
On
October 31, 2006, the Company issued 60,000 shares of common stock for cash for
a total of $106,764, or $0.1186267 per share.
On
November 10, 2006, the Company issued 1,500,000 shares of common stock for a
technology agreement for a total of $251, or $0.00027889 per share.
On
November 6, 2006, the Company issued 36,100,000 shares of common stock to
satisfy a note payable a total $26,562, or $0.0951333 per share.
On
February 10, 2006, the Company issued900,000 shares of common stock as
acceptance of incorporation expenses for a total of $159, or $0.00017667 per
share.
NOTE
10 INCOME TAX
The
Company has experienced significant net operating losses in previous years and
for the period ending July 31, 2008. The parent company is a US
company and files its federal and state taxes in the U.S.
The
subsidiary company operates in Canada and has no operations in the US and
therefore no tax liability has been accrued.
NOTE
11
SUPPLEMENTAL
DISCLOSURES OF CASH FLOWS
INFORMATION
There was
no cash paid for interest or income tax for the years ended July 31, 2008 and
2007. The company had non-cash transactions whereby the Company
issued stock as compensation and also issued stock to retire
debt. These non-cash issuances of stock are described in the equity
footnote #9.
NOTE
12 LITIGATION
From time
to time the Company may be involved in litigation however currently and in the
past the Company has not been involved in any litigation.
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Our
management team has grown JBI organically. We are a niche market company focused
on high quality legacy data recovery as well as the manufacture and marketing of
Mr. Bordynuik’s inventions.
We do not
need to raise additional capital in order to continue in business for the first
two years, even without revenue. We have $2,650,000 cash on hand and have
accounts receivable from NASA for $39,500. The volume in tapes from NASA is
growing as our relationship progresses.
Mr.
Bordynuik has a history cracking encryption used to store data onto tapes and
deciphering data for clients; this is valuable in the process of legacy data
recovery and provides a value–added service to customers. Usually, our services
are required to decipher tape data after recovery. All data, sensitive or
private, is stored in a secure location and viewed only by our employees. We
employ Mr. Bordynuik’s software to decipher all data and convert it to modern
file formats as requested by clients.
We do not
use off-the-shelf-hardware and software and have the ability to design
technology to recover most legacy data and most modern media. Through
proprietary research and development that applies technology solutions with
artificial intelligence and custom hardware, firmware and software, we will
provide the innovation necessary to be competitive in today’s
market.
We hold a
US patent for a dirty bomb detector and is exploring the possibilities of
bringing this device to market.
Tapes
The
following is a summary of the expected revenue and costs resulting from the
production of 18,000 tapes per month (one truckload):
Revenue:
Per tape
cost to customer to recover data (volume order of 18,000 tapes per month) is
$25/tape.
Per tape
cost to customer to shred tape (volume order of 18,000 tapes per month). We can
read one tape every 15 minutes per drive.
Salary to
2 Data Recovery Technologists $74,000.00
Contracted
employees: $60,000.00
Benefits:
$80,000.00
Sub
Total: $754,000.00
SR&ED
tax credits: $168,000.00
Total: $
586,000.00
18
*** The
salaries for Research and Development and equipment purchased for research and
development qualify for a 40 per cent Canadian SR & ED tax credit. We will
seek these credits through our Canadian office for the benefit of our
shareholders. Of the above salaries, 1/2 of the Senior Executive Team and
Research and Development staff qualify for the company to be reimbursed 40 per
cent of the salary.
Total
estimated gross profits are based on 18,000 tapes/month beginning April 2009.
The company’s first year profits are impacted by “one time” costs such as the
cost to take the company public and the costs of scaling up including drives,
tape conditioners, ovens, and infrastructure.
Revenue
recognition
Revenue
and cost s reported to date is realized from the subsidiary’s operations and
recognized on the accrual basis in accordance with Generally Accepted Accounting
Principles.
REVENUES. For the six-month
period ended January 31, 2009 as compared to the six-month period ended January31, 2008, the Company generated revenues of $1,637 and $46,332
respectively.
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES. The company incurred selling, general and administrative
expenses of $533,364 for the six months ended January 31, 2009, compared to
$186,416 for the six months ended January 31, 2008.
NET INCOME. We had net loss
of ($561,642) for the six months ended January 31, 2009 as compared to
($163,840) for six months ended January 31, 2008.
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.
Net Cash From Operating
Activities. We generated a net loss from operating activities for
the fiscal year ended July 31, 2008 of ($445,696) and for the fiscal year ended
July 31, 2007 of ($101,283).
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES. The company incurred selling, general and administrative
expenses of $451,452 for the year ended July 31, 2008, compared to $111,867 for
the year ended July 31, 2007.
NET INCOME. We had net loss
of ($445,696) for the year ended July 31, 2008 as compared to ($101,283) for the
year ended July 31, 2007, the increase in net loss is attributable to increased
in general and administrative expenses.
Cash. As of July 31,2008 we had $2,664,386 on hand.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
executive officer’s and director’s and their respective ages as of April 6, 2009
are as follows:
NAME
AGE
POSITION
John
Bordynuik
39
President,
Chief Executive Officer, Principal Executive Officer,
Principal Accounting Officer and
Director,
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
John Bordynuik is the founding
CEO and President of John Bordynuik Inc. Mr. Bordynuik is responsible
for driving corporate strategy, business development, hardware and software
design, and sales. Mr. Bordynuik grew JBI organically with a proven team. Mr.
Bordynuik built JBI with strong client relationships and an impeccable
reputation by developing sophisticated magnetic storage devices to recover
legacy data for MIT, US Army, NASA, professors of institutions worldwide,
founders of Fortune-500 companies, and public and private
companies.
Mr.
Bordynuik is a Collaborative Researcher in the Math and Computation Group of the
Computer Science and Artificial Intelligence Lab, Massachusetts Institute of
Technology, Cambridge, MA. Mr. Bordynuik solved MIT's problem of reading 30-40
year old tapes by developing highly sophisticated technology to address the
issues related to legacy computer data, and has since recovered thousands of
tapes from the 1960's to 1990's. In 2001, Mr. Bordynuik recovered the "holy
grail of software" for the founder of the world’s largest operating system
company in Washington. During 1990-2001, Mr. Bordynuik was employed by the
Ontario Legislative Assembly, Queen's Park, Toronto, in Research and
Development. Mr. Bordynuik has recovered data from old media for the past 20
years to amass the world's largest solution and algorithm archive.
Mr.
Bordynuik was granted a broad US patent (7,115,872) for a dirty bomb detector in
2006. Mr. Bordynuik continues to innovate and develop niche market products for
JBI. Mr. Bordynuik is known in the data recovery community as a visionary,
innovator, and problem solver of extraordinary talent.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
Summary Compensation Table;
Compensation of Executive Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the years
ended July 31, 2008 and 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan Compensation ($)
Non-Qualified
Deferred Compensation Earnings
($)
All
Other Compensation
($)
Totals
($)
John
Bordynuik, President, Chief Executive Officer, Principal Accounting
Officer, Principal Executive Officer
2008
$
0
0
0
0
0
0
0
$
0
2007
$
0
0
0
0
0
0
0
$
0
20
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through July 31,2008.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending July 31, 2008 by the executive officer named in
the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our officers or
directors.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of April 6,2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
Name
Number
of Shares Beneficially Owned
Percent
of Shares (2)
John
Bordynuik (1)
36,308,000
61%
Sandra
Elsley (3)
7,750,000
13%
All
Executive Officers and Directors as a group (2)
36,308,000
61%
(1) The address for
John
Bordynuik
is 4536 Portage Road,
Niagara Falls Ontario Canada, L2E 6A8.
(3) The address for
Sandra Elsley is 6001 Mountaingate Drive, Niagara Falls Ontario,
Canada.
(2) Based on 58,621,250
shares of common stock issued and
outstanding.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
On June2, 2008 pursuant to the terms of a Stock Purchase Agreement, John Bordynuik
purchased a total of 100,000 shares of the issued and outstanding common stock
of the Company from Sheila Hunter, for an aggregate of $30,000 in cash. On
February 10, 2009 we entered into a Stock Purchase and Share Exchange agreement
with JBI, whereby JBI became our wholly owned subsidiary. We
exchanged 58,521,250 common shares for all the issued and outstanding shares of
JBI. Mr. John Bordynuik was the majority shareholder of
JBI.
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Delaware Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
21
9,697,375
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The Date of This Prospectus
Is: April , 2009
22
PART
II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses Of Issuance And Distribution.
Securities
and Exchange Commission registration fee
$
270.56
Federal
Taxes
$
0
State
Taxes and Fees
$
0
Transfer
Agent Fees
$
2,500
Accounting
fees and expenses
$
7,500
Legal
fees and expense
$
10,000
Blue
Sky fees and expenses
$
0
Miscellaneous
$
0
Total
$
20,270.56
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
14. Indemnification of Directors and Officers.
Our
director and officer is indemnified as provided by the Delaware Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
23
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.
1264282
Ontario Ltd. (Jade Amusement) (1)
8,000
1515437
Ontario Inc. (2)
200,000
Anthes,
Colin B.
20,000
Anthes,
Fiona
16,000
Anthes
(In-trust Emily C. Anthes), Thomas
16,000
Anthes,
Thomas Victor
200,000
Bagley,
Brenda (3)
50,000
Barnett,
Alan (4)
232,000
Barnett,
Tom
6,000
Barnett,
Holly
24,000
Beam,
Janet
4,000
Best
Real Estate Buy Inc. (5)
30,000
Biamonte,
Joseph
10,000
Biamonte,
Napoleon (6)
122,000
Biamonte,
Ralph
5,000
Biamonte,
Sarah
2,000
Bjorgan,
Chris
2,000
24
Boric,
Doug
8,000
Boric,
Dean
30,000
Bosche,
Donalda
30,000
Bosco,
Kelly
10,000
Bosco,
Larry
10,000
Bourbonnais,
Mike
20,000
Brain,
Kevin
116,000
Brewster,
Donna
3,000
Brock,
Erwin
2,000
Brown,
Ian
200,000
Brown,
Tina
200,000
Candler,
Curt
20,000
Cavanagh,
Christine
2,000
Chevalier,
Wayne Thomas
20,000
Cooper,
Richard
1,000
Crown,
Heather
1,000
Cucuz,
Dragoljub
1,000
Cucuz,
Nada
1,000
Cucuz
(In Trust-Juliana Cucuz), Nada
2,000
Cummings,
Stephen
20,000
Cushing,
Catherine A.
10,000
Cushing,
Robert M.
10,000
D'Amico,
Michael
10,000
Dickson,
Lorraine
10,000
Dixon,
Betty
2,000
D'orazio(
In-trust Samara & Lucas Jeffery), Marina
10,000
Dutton,
Evan
80,000
Elsley
(In-trust Kristin Elsley), Sandra
3,000
Esposito,
Christina
1,000
Evans,
Catherine
1,000
25
Evans,
David
35,000
Evans,
Michael
1,000
Evans,
Robin
120,000
Evans,Wendy
150,000
Evans,
Gordon
4,000
Everson,
Connie
8,000
Farrington,
Pamela L.
2,000
Ferrante,
Theresa C.
12,000
Finch,
Raymond
3,000
Finch,
Ruth
3,000
Forsyth,
Jeffrey
50,000
Forsyth,
Victoria
50,000
Gallo,
Roy
40,000
Gatto,
Nikkie
1,000
Gerhardt,
Kent
5,000
Goodyear,
Charles
24,000
Goodyear,
Hope
2,000
Gordon,
Rachael
4,000
Green,
Michael
170,000
Harris,
Barbara
8,000
Haskell,
David
1,000
Haskell,
Nancy
3,000
Hrin,
Peter
50,000
Hunter,
Gillies
300,000
Lane,
Jennifer
250
Jewell,
Pat
2,000
Johnson,
Scott
66,000
Jordan,
Earl T.
20,000
Jovanovic,
Mirko
20,000
Kafal,
Adam
2,000
Kafal,
Paul
44,000
Kafal,
Peter
52,000
26
Kajganich,
Anne
2,000
Kajganich,
Joanne
1,000
Kajganich,
Michael
1,000
Kajganich,
Nicholas
1,000
Kajganich
(In-Trust Bradley Kajganich), Nicholas
1,000
Kandasamy,
Fay
120,000
Kandasamy,
Gerald
80,000
Kandasamy,
Keith
17,000
Kelly,
Mary
7,000
Kelly,
Patrick
7,000
Kelly
(In Trust-Scarlett Kelly), Mary
5,000
Kelly,
Patrick Thomas
1,000
Kent,
R. Gordon
40,000
Kobryn,
David
20,000
Kobryn,
Scott
30,000
Krkljus,
Mile
10,000
Lane,
Jeremy
100,000
Latinovic,
Boro
2,000
Lazaroski,
Dejan
6,000
Litalien,
Connie
22,000
Litalien,
Trisha
10,000
Macesic,
Branko
8,000
Macesic,
Milan
4,000
Macesic,
Milja
4,000
MacGregor,
Ian
46,000
MacGregor,
Jeannette
10,000
Mackinnon,
Carol Ann
2,000
MacLaren,
Glenn
100,000
Martin,
Patricia
20,000
27
Martino,
Maria
15,000
Martino,
Rocco
15,000
Martyn,
Bonnie
3,000
Martyn,
Gerald
3,000
Maskell,
Scott
10,000
Mason,
Peter
4,000
McGarry,
Marion
2,000
McGaw,
Dawn
500
Melchiorre,
Lynn
5,000
Melchiorre,
Paul
1,000
Mills,
Kerry
20,000
Mitrovic,
Daniela
10,000
Mitrovic,
Miladin
10,000
Moldenhauer,
Dean J.D.
4,000
Mrkalj,
Andjelko
10,000
Orescanin,
Daniel
1,000
Orescanin,
John
5,000
Orescanin,
Mary
1,000
Orescanin,
Mildred
25,000
Orescanin,
Nathan
1,000
Orescanin
(In-Trust Grandchildren), Mildred
4,000
Pang
Jr., Peter Allen
8,000
Paskey,
Cindy
90,000
Pieterse,
Frank
32,000
Pinder,
Wendy
391,000
Pinder-Doede,
Caitlin
2,500
Pinder-Doede,
Carrie (16)
2,500
Pirsich,
Stephan
2,000
Plante,
Chad
2,000
Plante,
Sabrina
2,500
Pompetzki,
Monika
140,000
Popovacki,
Carol
10,000
28
Popovich,
Dara
2,000
Popovich,
Dusan
20,000
Prytula,
Linda (17)
28,000
Przybysz,
Irene
50,000
Radojevic,
Lidija
4,000
Rice,
Keri Frances
20,000
Richard,
Diane
200,000
Richard
Jr., Gerard
20,000
Richard,
Yvette
20,000
Richards,
Bill
30,000
Robbins,
Glenn
3,000
Robinson,
Barbara
2,000
Rogers,
Stephanie
2,000
Romanek,
Sharron
3,000
Roth,
James D.
10,000
Rouillier,
Lise
3,000
Roy,
Richard
50,000
Rusic,
Bosiljka
1,000
Rusic,
Dragon (Danny)
1,000
Saccone,
Len
5,000
Samdass,
James
4,000
Seburn,
Janice
2,000
Senese,
Karen
2,000
Senske,
Jerrold
4,000
Smith,
James H.
20,000
Smudja,
Zeljko
6,000
Spadotto,
Michael
20,000
Srdjenovic,
Nedeljko
4,000
Stark,
Laura
2,000
Stark,
Lisa
2,000
Stark,
Pamela
6,000
Stark,
William
60,000
29
Stark,
Amy
2,000
Stark,
Doris
20,000
Stark,
Juliana
2,000
Stark,
Malcolm
20,000
Stathourakis,
Eugenia V.
1,000
Steip,
Ronald (Al)
1,000
Stoll,
Joan
4,000
Tsiantoulas,
Katherine
12,000
Tsiantoulas,
Nicola
2,000
Tsiantoulas,
Christos
4,000
Tunstall,
Charlotte
2,000
Utvich,
David
2,000
Utvich,
Danica
10,000
Utvich,
Daryl A.
2,000
Utvich,
Gregory T.
2,000
Utvich,
Judith
1,000
Utvich,
Lauren
2,000
Utvich,
Melissa E.
2,000
Utvich
(In-Trust Amelia Rae Utvich), Gregory T.
2,000
Utvich
Jr., Michael E.
2,000
Utvich
Sr., Michael E.
2,000
Vandewater,
Carolyn
5,000
Varcoe,
Ryland
2,000
Varcoe,
Scott
4,000
Velemirovich,
Dragica
2,000
Vujic,
Branislav
2,000
Water
Communications Inc. (7)
400,000
Weir,
Ludmilla
10,000
Widdis,
Patricia J.
329,530
Wright,
Grant
80,000
Yelda,
Dany
4,000
30
Yorke,
Steven
10,000
Zubic,
Tihomir
4,000
Elsley,
Sandra (21)(23)
7,750,000
Bordynuik,
John (22)
37,000,000
Stark,
Malcolm
133,250
Stark,
Malcolm
50,000
Stark,
Malcolm
50,000
Stark,
Malcolm
33,250
Stark,
Malcolm
40,000
Doede,
Steve (8)(23)
1,400,000
Bordynuik
Sr., John (9)
2,000,000
Seburn,
Brian (10)(23)
75,000
Caputo,
Marie
55,000
Steip,
Ronald (Al)
10,000
Popovacki,
John
50,000
Barnett,
Alan (4)
125,000
Deurloo,
Beverley Joan
120,000
Wright,
Grant
80,000
D'Orazio,
Marina (11)
46,875
Widdis,
Patricia J.
67,000
Widdis,
Patricia J.
120,000
Anthes,
Thomas Victor
150,000
Kafal,
Peter
48,000
Stark-Chevers,
Roberta
20,000
IP
Trust (12)
1,500,000
Corp.
1683091 (13)
1,500,000
Matkowski,
Barbara
20,000
Goodyear,
Charles
90,000
Matkowski,
David
3,500
Matkowski,
Derek
2,000
Falconer,
Frank
20,000
Harry
Fois Poultry Farms (14)
40,000
31
Myers,
Howard
20,000
Mehta,
Jasmin
5,000
Craig,
Kathryn
15,000
Matkowski,
Kathryn (15)
8,000
Yole,
Leslie
8,000
Kafal,
Adam
750
Kafal,
Paul
1,250
Gorman,
Sheri
4,250
Dorey,
Jeffrey
8,000
Nicholson,
Donna
5,000
Lahaie,
Mike
2,000
Clarke,
Steve (18)
2,000
Brown,
Christopher
4,000
Stark,
Lisa
8,000
Hunter,
Karen
4,000
Stark,
Laura
2,000
Barnett,
Alan (4)
45,600
Boric,
Dean
14,000
Boric,
Douglas
8,000
Byford,
Dennis
6,000
Cushing,
Catherine
10,000
Cushing,
Robert
10,000
Kvas,
Anton
10,000
Macesic,
Branko
16,000
Malivuk,
Milan
30,000
Mitrovic,
Miladin
20,000
Mrkalj,
Andjelko
8,000
Prytula,
Linda (17)
40,000
Robbins,
Kristen
1,000
Robbins,
Lara
2,000
Robbins,
Valentina
3,000
Stanojcic,
Andja
2,000
32
Van
Dongen, Cory
10,000
Van
Dongen, Wilhelmus
10,000
Optic
Light (19)
10,000
Pirsich,
Steve
5,000
Bordynuik,
Janet
2,000
Gisel,
Tara
2,000
Litalien,
Connie
13,000
Albano,
Bruno
2,000
Beni,
Mildred
3,000
Orescanin,
Mildred
120,000
Culliford,
Keith
1,400
Drapeau,
Lynn (20)
10,000
Maxwell,
Larry (24)
10,000
Maxwell,
Meredith
45,000
Schertzing,
Christine
25,000
Schertzing,
Bert
25,000
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item
16. Exhibits and Financial Statement Schedules.
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
to:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii)
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
33
(iii)
Include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(B) The
issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus
filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
34
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Ontario, Canada on April 6,2009.
JOHN
BORDYNUIK, INC.
By:
/s/John
Bordynuik
John
Bordynuik
President,
Chief Executive Officer,
Principal
Executive Officer
Principal
Accounting Officer,
and
Director
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John Bordynuik and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including his capacity as a director and/or officer of John
Bordynuik, Inc., to sign any or all amendments (including post-effective
amendments) to this registration statement and any and all additional
registration statements pursuant to rule 462(b) of the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto each said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement was signed below by the following persons in the
capacities and on the dates stated.
By:
/s/ John
Bordynuik
John
Bordynuik
Director
35
Dates Referenced Herein and Documents Incorporated by Reference
