UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
(Mark
One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2015
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 [X] 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 [X] 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 |
[X] |
(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 [X]
As
of May 15, 2015, there were 121,246,158 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, 2015 (the “Original
10-Q”) of PLASTIC2OIL, INC., solely to furnish XBRL (eXtensible Business Reporting Language) documents under Exhibit 101,
and certifications of the Company’s Chief Executive Officer and Chief Financial Officer under Exhibit 31 and 32 which were
omitted from the Original 10-Q. 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.
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.
Item
6. Exhibits
(a)
Exhibits
101.INS* |
|
XBRL Instance
Document |
|
|
|
101.SCH* |
|
XBRL Taxonomy
Schema Document |
|
|
|
101.CAL* |
|
XBRL Taxonomy
Extension Calculation Linkbase Document |
|
|
|
101.LAB* |
|
XBRL Taxonomy
Extension Label Linkbase Document |
|
|
|
101.PRE* |
|
XBRL Taxonomy
Extension Presentation Linkbase Document |
|
|
|
101.DEF* |
|
XBRL Taxonomy
Extension Definition Linkbase Document |
|
|
|
31.1 |
|
Certification
of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification
of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
|
Certification
of Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Certification
of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
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.
|
PLASTIC2OIL,
INC. |
|
|
|
Date:
May 18, 2015 |
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 the quarterly report on Form 10-Q of Plastic2Oil, 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:
May 18, 2015 |
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 the quarterly report on Form 10-Q of Plastic2Oil, 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:
May 18, 2015 |
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 the amendment to Quarterly Report on Form 10-Q of Plastic2Oil Inc. for the quarter ended March
31, 2015, I, Richard Heddle, President and Chief Executive Officer of Plastic2Oil Inc., hereby certify pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. |
Such
Quarterly Report on Form 10-Q for the period ended March 31, 2015, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2015, fairly presents, in all material
respects, the financial condition and results of operations of Plastic2Oil, Inc. |
Date:
May 18, 2015 |
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 the amendment to Quarterly Report on Form 10-Q of Plastic2Oil Inc. for the quarter ended March
31, 2015, I, Rahoul S. Banerjea, Chief Financial Officer of Plastic2Oil Inc., hereby certify pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief, that:
1. |
Such
Quarterly Report on Form 10-Q for the period ended March 31, 2015, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2015, fairly presents, in all material
respects, the financial condition and results of operations of Plastic2Oil, Inc. |
Date:
May 18, 2015 |
By: |
/s/
Rahoul S Banerjea |
|
|
Rahoul S Banerjea
|
|
|
Chief Financial
Officer |
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