Amended Quarterly Report (10-q/a)
August 28 2014 - 3:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended March 31, 2014 |
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _____________to ______________ |
Commission
File Number: 000-52444
PLASTIC2OIL,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
90-0822950 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
20
Iroquois Street
Niagara
Falls, NY 14303
(Address
of principal executive offices) (Zip Code)
(716)
278-0015
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No☐
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.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☒ |
(Do not check if a smaller reporting
company) |
|
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)
Yes ☐ No ☒
As
of July 30, 2014, there were 114,500,943 shares of Common Stock, $0.001 par value per share, issued and outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is being filed with the Securities
and Exchange Commission to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 (the “Original
10-Q”) of PLASTIC2OIL, INC., f/k/a JBI, Inc. solely to furnish XBRL (eXtensible Business Reporting Language) documents under
Exhibit 101, which were omitted from the Original 10-Q.
Except
for the foregoing, this Amended Report speaks as of the filing date of the Original 10-Q and does not update or discuss any other
Company developments after the date of the Original 10-Q. This Amended Report restates only those portions of the Original
10-Q affected by the above changes. This Amended Report includes currently-dated certifications of the Company’s Chief Executive
Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
PART
II
Item
6. Exhibits
(a) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
JBI, INC. |
|
|
Date: August 28, 2014 |
By: |
/s/
Richard Heddle |
|
|
Name: Richard
Heddle |
|
|
Title:
President and Chief Executive Officer
(Principal
Executive Officer) |
Exhibit
31.1
CERTIFICATION
OF
PRINCIPAL EXECUTIVE
OFFICER
PURSUANT
TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I,
Richard Heddle, certify that:
1. |
I
have reviewed this amendment to quarterly report on Form 10-Q/A of PLASTIC2OIL, INC., f/k/a JBI, Inc. |
2. |
Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report; |
3. |
Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report; |
4. |
The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|
b) |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
d) |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting, and; |
5. |
The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions): |
|
a) |
all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
b) |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 28, 2014 |
By: |
/s/
Richard Heddle |
|
|
|
Richard
Heddle |
|
|
|
President
and Chief Executive Officer |
Exhibit
31.2
CERTIFICATION
OF
PRINCIPAL FINANCIAL
OFFICER
PURSUANT
TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002
I,
Rahoul S Banerjea, certify that:
1. |
I
have reviewed this amendment to quarterly report on Form 10-Q/A of PLASTIC2OIL, INC., f/k/a JBI, Inc. |
2. |
Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report; |
3. |
Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report; |
4. |
The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|
b) |
designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
|
d) |
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting, and; |
5. |
The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions): |
|
a) |
all
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
|
b) |
any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date:
August 28, 2014 |
By: |
/s/
Rahoul S Banerjea |
|
|
|
Rahoul
S Banerjea |
|
|
|
Chief
Financial Officer |
Exhibit
32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the accompanying amendment to Quarterly Report on Form 10-Q/A of PLASTIC2OIL, INC., f/k/a JBI Inc. for the quarter
ended March 31, 2014, I, Richard Heddle, President and Chief Executive Officer of the Company, hereby certify pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. |
Such
amendment to Quarterly Report on Form 10-Q/A for the period ended March 31, 2014, fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
The
information contained in such amendment to Quarterly Report on Form 10-Q/A for the period ended March 31, 2014 fairly
presents, in all material respects, the financial condition and results of operations of PLASTIC2OIL, INC., f/k/a JBI
Inc. |
Date:
August 28, 2014 |
By: |
/s/
Richard Heddle |
|
|
|
Richard
Heddle |
|
|
|
President
and Chief Executive Officer |
Exhibit
32.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT
TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the accompanying amendment to Quarterly Report on Form 10-Q/A of PLASTIC2OIL, INC., f/k/a JBI Inc. for the quarter
ended March 31, 2014, I, Rahoul S Banerjea, Chief Financial Officer of the Company, hereby certify pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. |
Such
amendment to Quarterly Report on Form 10-Q/A for the period ended March 31, 2014, fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
The
information contained in such amendment to Quarterly Report on Form 10-Q/A for the period ended March 31, 2014 fairly
presents, in all material respects, the financial condition and results of operations of PLASTIC2OIL, INC., f/k/a JBI
Inc. |
Date:
August 28, 2014 |
By: |
/s/
Rahoul S Banerjea |
|
|
|
Rahoul
S Banerjea |
|
|
|
Chief
Financial Officer |
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