This post covers information we have on the ownership of J.M. Products, the “customer” for power produced by the “1 MW” Rossi reactor.
Summary: as claimed by Industrial Heat, this was a company created for the “test,” controlled entirely by Johnson, the President of Rossi’s company, Leonardo Corporation. Naughty, naughty!
People have been focusing on the fact that Johnson discloses that JM Products has no corporate parent. However, he never did say that JM Products had a corporate parent, at least not in writing. The disclaimer of conflict of interest that was accidentally included at the end of Exhibit B (the Agreement and attached exhibits) said that JMC was owned by “an individual or entity formed in the United Kingdom.”
I just pulled that page out, so that it can be cited and viewed separately: Johnson certification.
Not necessarily a corporation. What, then?
A trust. And we don’t know where this trust is located, but … we know who manages it and the name of the beneficiary. It’s in the disclosure document, odd that nobody seems to have noticed it. At least it’s likely! Maybe even Johnson went on vacation and drew up the papers while he was there….. Pretty sure there will be questions about Mr. Giovanni! Platinum American Trust is invisible to google, and a trust may be formed with no publication at all. But Johnson is the Trustee and that is enough to establish management. However, who “owns” the trust? Johnson did not necessarily lie in the Complance Notice, but … the Trust was set up to be the owner, apparently.
Henry W. Johnson, as the Trustee of the Platinum American Trust dated effective as of July 14, 2014
Francesco Di Giovanni, the beneficiary of the Platinum American Trust dated effective as of July 14, 2014
… Third-Party Defendant, J.M. Products, Inc., hereby certifies that there is no parent corporation of J.M. Products, Inc. and there is no publicly held corporation owning 10% or more of its stock.
JM Chemical Products was incorporated (document signed by Johnson as incorporator) June 24, 2014.
Rossi suggested the rental of the Plant July 5, 2014.
The Platinum American Trust was “dated effective” as of July 14, 2014, per above.
A confidentiality agreement was signed between IH and Johnson, July 28, 2014, per the Term Sheet that was effective August 13, 2014.
(The name of the company was legally changed to “J.M. Products, Inc,” in September of 2014.)
So, first a “chemical company” is formed by Rossi’s attorney and the President of Leonardo.
Then, Rossi tells IH how amazing it is that he found this company.
Then the owner of the company was created. Uh, who was the owner before the trust was created? Who cares about details like that?
There was no chemical company, in fact, when Rossi proposed the rental, because what was formed, a corporate shell, was formed without an owner, unless Johnson was the owner. The trust was not formed in the United Kingdom, however, it was formed in Florida, by Johnson. We don’t have any information about the trust and what agreements underlie it. There could be a private agreement that, say, Rossi is the ultimate owner. It could be a complete shell, with no significant property.
My own advice to IH would have been to take the money. That is, invoice JMP as requested, with the invoices stating a disclaimer that this was based on information provided by JMP, only. Then, later, follow the money! It could have made things simpler now.
2 thoughts on “The owner of JM Products”
Thank you for the date sequence. While the legal shuffle may be technically valid, I believe it can only be viewed as throwing more doubt on the whole affair.
However, the judge may not (or possibly even should not) consider the “doubt factor” when making the judgment to dismiss or not.
I have no legal knowledge as to whether “there was no chemical company” existing when Rossi made the proposal is a legal deficit. However, it sure makes him look shady!
On the other hand, another player is introduced… Giovanni. My how Rossi can involve people in this drama. I wonder what they are all thinking now?
Thanks. the date sequence shows that JMC was incorporated to serve Rossi’s purpose, it did not exist independently, Johnson was in charge of everything, both JMC -> JMP itself, from the beginning when there was no other owner, and then as creator and manager of the trust that was probably, on paper, the owner without any public record. It would be interesting to see who owns the JMP bank account that IH attempted to subpoena. They will probably find out.
My opinion is that the certification signed by JMP was misleading.
Those laws were intended to prevent money laundering or movement of funds to prohibited individuals, and Johnson claiming that he wasn’t an owner may be technically correct, because “owner” can be a bit vague. It appears that Johnson had full control, and Giovanni could be a simple puppet, a name, real or otherwise. Almost certainly not an entity in the U.K, but remember, “an individual or entity.” Why didn’t he simply say which it was? The owner was a trust, it appears, which was formed in Florida a few days after JMC was incorporated. This is a coherent scheme, a series of actions to create an appearance. This is not going to be difficult to show in court! Unless they really had a chemical operation, more than a few possibly token transactions.
As Jed Rothwell has often pointed out, this was a clumsy scheme, it would only have succeeded if IH had continued their “whatever, Andrea” approach. Given that this had broken down, probably by July, 2015, it was, indeed, insane for Rossi to sue IH.
I’m interested in what Johnson thought of all this. Did he realize what he was dealing with? He could lose his license to practice law, he could lose everything from playing with the New Fire.
Did Rossi convince him that IH would surely settle?