S-1 1 fs1_jbi.htm REGISTRATION STATEMENT fs1_jbi.htm
SECURITIES AND EXCHANGE COMMISSION
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
John Bordynuik, Inc.
(Exact Name of Small Business Issuer in its Charter)

DELAWARE
    
(State of Incorporation)
(Primary Standard Classification Code)
(IRS Employer ID No.)
     
 
John Bordynuik, Inc.
4536 Portage Road
Niagara Falls, Ontario Canada L2E6A8
(905) 354-7222
Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
 
John Bordynuik, Inc.
4536 Portage Road
Niagara Falls, Ontario Canada L2E6A8
(905) 354-7222
 (Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
GREGG E. JACLIN, ESQ.
ANSLOW & JACLIN, LLP
195 Route 9 South, Suite204
Manalapan, NJ 07726
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
 
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.
 
 
The Date of This Prospectus Is:  April , 2009
 
 
 
 
 
 
 
 
 
 
 
 

 

TABLE OF CONTENTS
 
 
 
ITEM 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.

 
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 .
 
About Our Company

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.
 

1

 
 
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.
 
   
Six Months Ended January 31, 2009
  
Year ended July 31, 2008
    
Year ended July 31, 2007
  
   
(unaudited)
  
(audited)
    
(audited)
  
STATEMENT OF OPERATIONS
                
Revenues
$
1,637
  
$
90,536
    
$
49,574
  
Cost of Services
  
41,472
    
79,845
      
29,949
  
General and Administrative Expenses
  
533,364
    
451,452
      
111.867
  
Net Income
  
(561,642)
    
(445,696)
      
(101,283)
  
                     
 
 
   
As of
January 31, 2009
    
As of
July 31, 2008
  
         
(audited)
  
BALANCE SHEET DATA
            
             
Cash 
    
1,241,688
    
$
2,664,386
  
Total Assets 
    
2,417,149
      
2,782,426
  
Total Liabilities  
    
308,661
      
329,089
  
Stockholders’ Equity
    
2,108,488
      
2,956,918
  
                 
 
 
2
 
 
 

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.
 
 
4

 
Item 4.  Use of Proceeds.


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.

Item 5. Determination of Offering Price


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.

Item 6. Dilution.


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.
   
Item 7. Selling Security Holders.
 
 
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.
 
 
11
 
Item 8. Plan of Distribution.


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.

 
12
 

General
 
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.

 
INTERESTS OF NAMED EXPERTS AND COUNSEL

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.
 
13
 
Item 11. Information with Respect to the Registrant.


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 February 10, 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.
 
17
 
 
 
Financial Statements Table of Contents
 
FINANCIAL STATEMENTS
Page #
   
Balance Sheet
F-1
   
Statement of Operations
F-3
   
Statement of Stockholders Equity
F-5
   
Statement of Cash Flows
F-7
   
Notes to the Financial Statements
F-8 - F-16
 
 
 
 
 
 
John Bordynuik, Inc.
  
BALANCE SHEET
  
As of January 31, 2009
  
             
             
ASSETS
  
             
CURRENT ASSETS
  
1/31/2009
    
7/31/2008
  
             
Cash
   $ 1,241,688     $ 2,664,386  
Prepaid Expense
     28,956       40,621  
Accounts Receivable
     21,918       61,739  
Allowance for Doubtful Accounts
     (20,434 )     (61,739 )
Inventory
     -       2,070  
Payroll Advances
     -       870  
Purchase Prepayments
     44,579       -  
Demand Note Receivable
     271,125       53,479  
GST/Sales Tax Receivable
     33,902       21,000  
                 
Total Current Assets
     1,621,734       2,782,426  
                 
FIXED ASSETS
                
                 
Property Plant and Equipment - Net
     575,505       283,232  
                 
Total Property Plant and Equipment
     575,505       283,232  
                 
OTHER ASSETS
                
                 
Intangible Assets
     219,910       220,348  
                 
Total Other Assets
     219,910       220,348  
                 
TOTAL ASSETS
   $ 2,417,149     $ 3,286,006  
 
 
The accompanying notes are an integral part of these financial statements.
F-1
 
 
John Bordynuik, Inc.
  
BALANCE SHEET
  
As of January 31, 2009
  
             
             
LIABILITIES AND STOCKHOLDER'S EQUITY
  
             
             
CURRENT LIABILITIES
  
1/31/2009
    
7/31/2008
  
             
Accounts Payable & Accrued Expenses
   $ 148,464     $ 105,903  
Demand Notes - Related Party
     160,197       223,187  
                 
                 
Total Current Liabilities
     308,661       329,090  
                 
TOTAL LIABILITIES
     308,661       329,090  
                 
STOCKHOLDER'S EQUITY
                
                 
Preferred Stock - Par value $0.001
                
    Authorized: 50,000,000
                
    Issued & Outstanding: None
     -       -  
                 
Common Stock - Par value $0.001;
                
    Authorized: 200,000,000
                
    Issued and Outstanding: 58,621,250 and 58,621,250
     58,621       58,621  
Additional Paid-In Capital
     3,502,777       3,502,777  
Foreign Currency Translation Adjustments
     (336,346 )     (49,560 )
Accumulated Deficit
     (1,116,564 )     (554,922 )
                 
Total Stockholder's Equity
     2,108,488       2,956,916  
                 
TOTAL LIABILITIES AND EQUITY
   $ 2,417,149     $ 3,286,006  
                 
 
 
The accompanying notes are an integral part of these financial statements.
F-2
 
 
             
John Bordynuik, Inc.
  
STATEMENT OF OPERATIONS
  
For the six months ending January 31, 2009 and 2008
  
             
             
   
6 months
    
6 months
  
   
ending
    
ending
  
   
1/31/2009
    
1/31/2008
  
             
REVENUE
   $ 1,637     $ 46,332  
                 
COST OF SERVICES
     41,472       20,732  
                 
GROSS PROFIT OR (LOSS)
     (39,835 )     25,600  
                 
GENERAL AND ADMINISTRATIVE EXPENSES
     533,364       186,416  
                 
OTHER INCOME (EXPENSE)
                
                 
Employment Grants
     689       -  
Interest Income
     10,868       4  
Interest Expense
     -       (3,028 )
                 
Total Other Income (Expense)
     11,557       (3,024 )
                 
                 
NET INCOME (LOSS)
     (561,642 )     (163,840 )
                 
ACCUMULATED DEFICIT, BEGINNING BALANCE
     (554,922 )     (109,226 )
                 
ACCUMULATED DEFICIT, ENDING BALANCE
   $ (1,116,564 )   $ (273,066 )
                 
                 
Earnings (loss) per share
   $ (0.01 )   $ (0.00 )
                 
Weighted average number of common shares
     58,621,250       51,530,818  
                 
                 
                 
COMPREHENSIVE INCOME    
                 
NET INCOME
   $ (561,642 )   $ (163,840 )
                 
FOREIGN CURRENCY TRANSLATION ADUSTMENTS
     (286,786 )     (28,623 )
                 
COMPREHENSIVE INCOME
   $ (848,428 )   $ (192,463 )
 
 
The accompanying notes are an integral part of these financial statements.
F-3
 
John Bordynuik, Inc.
  
STATEMENT OF OPERATIONS
  
For the three months ending January 31, 2009 and 2008
  
             
             
   
3 months
    
3 months
  
   
ending
    
ending
  
   
1/31/2009
    
1/31/2008
  
             
REVENUE
   $ 1,637     $ 14,832  
                 
COST OF SERVICES
     14,724       20,732  
                 
GROSS PROFIT OR (LOSS)
     (13,087 )     (5,900 )
                 
GENERAL AND ADMINISTRATIVE EXPENSES
     242,330       165,497  
                 
OTHER INCOME (EXPENSE)
                
                 
Employment Grants
     -       -  
Interest Income
     4,401       4  
Interest Expense
     -       (3,028 )
                 
Total Other Income (Expense)
     4,401       (3,024 )
                 
                 
NET INCOME (LOSS)
     (251,016 )     (174,421 )
                 
ACCUMULATED DEFICIT, BEGINNING BALANCE
     (865,548 )     (98,645 )
                 
ACCUMULATED DEFICIT, ENDING BALANCE
   $ (1,116,564 )   $ (273,066 )
                 
                 
COMPREHENSIVE INCOME
  
                 
NET INCOME
   $ (251,016 )   $ (174,421 )
                 
FOREIGN CURRENCY TRANSLATION ADUSTMENTS
     116,333       (33,168 )
                 
COMPREHENSIVE INCOME
   $ (134,683 )   $ (207,589 )
 
 
The accompanying notes are an integral part of these financial statements.
F-4
 
 
John Bordynuik, Inc.
  
STATEMENT OF STOCKHOLDERS' EQUITY
  
As of January 31, 2009
  
                                     
                                     
         
COMMON
    
PAID
    
ACCUM.
    
CURRENCY
    
TOTAL
  
   
SHARES
    
STOCK
    
IN CAPITAL
    
DEFICIT
    
ADJUSTMENT
    
EQUITY
  
                                     
Stock issued on acceptance
     900,000       900       (741 )     -       -       159  
of incorporation expenses
                                                
February 10, 2006 at $0.00017667 per share
                                          
                                                 
Net loss
                             (7,943 )             (7,943 )
                                                 
 Total, July 31, 2006
     900,000       900       (741 )     (7,943 )     -       (7,784 )
                                                 
Stock issued for cash
     60,000       60       106,704                       106,764  
on October 31, 2006
                                                
at $.1186267 per share