Sec Form 3 Filing - Mao Stephen A @ JBI, INC. - 2012-05-15

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mao Stephen A 2. Issuer Name and Ticker or Trading Symbol JBI, INC. [ JBII.PK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2282 TRAFALGAR COURT 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2012 (Street) HENDERSON, NV89074 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 100,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mao Stephen A 2282 TRAFALGAR COURT HENDERSON, NV89074 X Signatures Seth A. Winter, attorney-in-fact for Stephen A. Mao 06/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Initial Statement of Beneficial Ownership of Securities on Form 3 should be read in conjunction with (i) the Form 3 filed by Kenneth T. Friedman and certain other Purchasers (as defined in the Remarks to this Form 3) on May 25, 2012, (ii) the Form 3 filed by Michael B. Dorrell and certain other Purchasers on May 25, 2012, and (iii) the Forms 3 filed by Richard W. Heddle, Craig Park and Lori Steele on June 1, 2012. For the purposes of this Form 3, the Reporting Person disclaims beneficial ownership of shares of common stock except to the extent of his pecuniary interest therein.

Remarks: Between May 15, 2012 and May 31, 2012, JBI, Inc. (the "Issuer") entered into Subscription Agreements (the "Purchase Agreements") with several accredited investors (collectively, the "Purchasers"), including the Reporting Person in connection with a private placement of shares (the "Shares") of common stock. As a condition to the closing of the transactions contemplated by the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, dated as of May 15, 2012 ("Letter Agreement"), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuer's Series A super majority voting preferred stock, $0.01 par value per share. Mr. Bordynuik is the current Chief of Technology of the Issuer and the former President and Chief Executive Officer of the Issuer. As a result of agreements related to the private placement, including but not limited to the Letter Agreement, the Reporting Person and the other parties to the Letter Agreement (other than Mr. Bordynuik and the Waiving Purchasers) may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own in excess of 10% of the outstanding shares of common stock of the Issuer, although neither the fact of this filing nor any information contained herein shall be deemed to be an admission by the Reporting Person that a "group" exists. The foregoing summary of the private placement and the Letter Agreement is qualified in its entirety by reference to the Issuer's Current Reports on Form 8-K filed on May 17, 2012 and May 22, 2012, the Schedule 13D filed on May 25, 2012 regarding ownership of shares of the Issuer's common stock, and Amendment No. 1 to Schedule 13D filed on June 1, 2012 regarding ownership of shares of the Issuer's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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