x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2012
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _____________to ______________
|
Nevada
|
90-0822950
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
(Do not check if a smaller reporting company)
|
Index Page
|
|||||
Part I Financial Information
|
|||||
Item 1
|
Financial Statements
|
1 | |||
Condensed Consolidated Balance Sheets – June 30, 2012 (Unaudited) and December 31, 2011
|
1 | ||||
Condensed Consolidated Statements of Operations – Three and Six Month Periods Ended June 30, 2012 and 2011 (Unaudited)
|
2 | ||||
Condensed Consolidated Statements of Changes in Stockholders’ Equity – Six Month Period Ended June 30, 2012 (Unaudited)
|
3 | ||||
Condensed Consolidated Statements of Cash Flows – Six Month Periods Ended June 30, 2012 and 2011 (Unaudited)
|
4 | ||||
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
5 | ||||
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
18 | |||
Item 3
|
Quantitative and Qualitative Disclosures about Market Risk
|
25 | |||
Item 4
|
Controls and Procedures
|
26 | |||
Part II Other Information
|
|||||
Item 1
|
Legal Proceedings
|
27 | |||
Item 1a
|
Risk Factors
|
27 | |||
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
27 | |||
Item 5
|
Other Information
|
||||
Item 6
|
Exhibits
|
27 | |||
Signatures
|
28 |
Item 1
|
Financial Statements
|
June 30,
2012
(Unaudited)
|
December 31,
2011
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
6,429,700
|
$
|
2,511,469
|
||||
Cash held in attorney trust (Note 2)
|
72,875
|
-
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $44,397 (2011 - $331,695)(Note 2)
|
224,703
|
286,174
|
||||||
Inventories
, net
(Note 4)
|
30,429
|
101,885
|
||||||
Assets held for sale (Note 15)
|
138,060
|
1,087,006
|
||||||
Prepaid expenses and other current assets
|
536,626
|
515,820
|
||||||
TOTAL CURRENT ASSETS
|
7,432,393
|
4,502,354
|
||||||
PROPERTY, PLANT AND EQUIPMENT, NET (Note 5)
|
6,120,650
|
4,099,500
|
||||||
OTHER ASSETS
|
||||||||
Long-term notes receivable (
Notes 6 and 15
)
|
475,443
|
-
|
||||||
Deposits and other assets
|
350,164
|
31,897
|
||||||
TOTAL OTHER ASSETS
|
825,607
|
31,897
|
||||||
TOTAL ASSETS
|
$
|
14,378,650
|
$
|
8,633,751
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
1,025,649
|
$
|
1,987,573
|
||||
Accrued expenses
|
927,481
|
815,273
|
||||||
Short-term loans (Note 7)
|
75,000
|
230,000
|
||||||
Stock subscriptions payable
|
-
|
3,026,000
|
||||||
Customer advances
|
26,120
|
125,245
|
||||||
Capital lease – current portion (Note 9)
|
17,898
|
13,798
|
||||||
TOTAL CURRENT LIABILITIES
|
2,072,148
|
6,197,889
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Other long-term liabilities
|
28,300
|
28,566
|
||||||
Mortgages payable and capital lease (Note 9)
|
310,993
|
295,684
|
||||||
TOTAL LIABILITIES
|
2,411,441
|
6,522,139
|
||||||
Subsequent Events (Note 17)
|
||||||||
Commitments and Contingencies (Note 10)
|
||||||||
STOCKHOLDERS' EQUITY (Note 11)
|
||||||||
Common Stock, par $0.001; 150,000,000 authorized, 88,827,901 shares at June 30, 2012 and 68,615,379 shares at December 31, 2011
|
88,829
|
68,616
|
||||||
Common Stock Subscribed, 1,383,521 shares at cost at June 30, 2012 and 811,538 shares at cost at December 31, 2011
|
441,472
|
839,062
|
||||||
Common Stock Warrants to purchase shares of Common Stock for $2.00 per share, 1,997,500 Warrants at June 30, 2012
|
2,037,450
|
-
|
||||||
Preferred stock, par $0.001; 5,000,000 authorized, 1,000,000 shares issued and outstanding at June 30, 2012 and December 31, 2011
|
1,000
|
1,000
|
||||||
Additional paid in capital
|
50,827,435
|
35,748,538
|
||||||
Accumulated deficit
|
(41,428,977
|
)
|
(34,545,604
|
)
|
||||
TOTAL STOCKHOLDERS' EQUITY
|
11,967,209
|
2,111,612
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
14,378,650
|
$
|
8,633,751
|
Six Months
Ended June 30,
2012
|
Six Months
Ended June 30,
2011
|
Three Months
Ended June 30,
2012
|
Three Months
Ended June 30,
2011
|
|||||||||||||
SALES
|
||||||||||||||||
P2O SALES
|
405,882
|
86,015
|
179,420
|
86,015
|
||||||||||||
COST OF SALES
|
||||||||||||||||
P2O COST OF SALES
|
304,178
|
57,534
|
126,329
|
57,534
|
||||||||||||
GROSS PROFIT
|
101,704
|
28,481
|
53,091
|
28,481
|
||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Selling, General and Administrative
expenses
|
6,830,135
|
6,101,879
|
3,933,143
|
4,099,741
|
||||||||||||
Depreciation of property, plant and
equipment
|
275,814
|
165,908
|
138,833
|
95,057
|
||||||||||||
Accretion of other long-term obligations
|
429
|
-
|
214
|
-
|
||||||||||||
Research and development expenses
|
2,095
|
508,417
|
2,095
|
220,462
|
||||||||||||
Impairment loss (Note 2)
|
192,831
|
-
|
156,331
|
-
|
||||||||||||
TOTAL OPERATING EXPENSE
|
7,301,304
|
6,776,204
|
4,230,616
|
4,415,260
|
||||||||||||
LOSS FROM OPERATIONS
|
(7,199,600
|
)
|
(6,747,723
|
)
|
(4,177,525
|
)
|
(4,386,779
|
)
|
||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||||
Gain on fair value measurement of equity derivative liability (Note 11)
|
305,798
|
-
|
91,986
|
-
|
||||||||||||
Interest (expense), income, net
|
(3,918)
|
(10,917)
|
2,967
|
(5,862)
|
||||||||||||
Other income, net
|
97,450
|
38,225
|
54,182
|
13,760
|
||||||||||||
399,330
|
27,308
|
149,135
|
7,898
|
|||||||||||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(6,800,270
|
)
|
(6,720,415
|
)
|
(4,028,390
|
)
|
(4,378,881
|
)
|
||||||||
INCOME TAXES FROM CONTINUING OPERATIONS
(Note 8)
|
||||||||||||||||
Future income tax recovery
|
-
|
-
|
-
|
-
|
||||||||||||
NET LOSS FROM CONTINUING OPERATIONS
|
(6,800,270
|
)
|
(6,720,415
|
)
|
(4,028,390
|
)
|
(4,378,881
|
)
|
||||||||
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAX (Note 15)
|
(83,103
|
)
|
(2,543,474
|
)
|
(23,483
|
)
|
(2,125,071
|
)
|
||||||||
NET LOSS
|
$
|
(6,883,373
|
)
|
$
|
(9,263,889
|
)
|
$
|
( 4,051,873
|
)
|
$
|
(6,503,952
|
)
|
||||
Basic & diluted loss per share for continuing operations
|
$
|
(0.09
|
)
|
$
|
(0.12
|
)
|
$
|
(0.05
|
)
|
$
|
(0.08
|
)
|
||||
Basic & diluted loss per share for discontinued operation
|
$
|
(0.00
|
)
|
$
|
(0.05
|
)
|
$
|
(0.00
|
)
|
$
|
(0.04
|
)
|
||||
Weighted average number of common shares outstanding
|
74,284,261
|
54,412,979
|
76,508,752
|
55,208,659
|
Common Stock
$0.0001 Par Value
|
Common Stock
Subscribed
|
Common Stock Warrants
|
Preferred Stock $0.0001 Par Value
|
Additional
paid in
|
Accumulated
|
Total
Stockholders’ |
||||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Warrants
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2011
|
68,615,379
|
$
|
68,616
|
811,538
|
$
|
839,062
|
-
|
$
|
-
|
1,000,000
|
$
|
1,000
|
$
|
35,748,538
|
$
|
(34,545,604
|
)
|
$
|
2,111,612
|
|||||||||||||||||||||||||
Common Stock issued for services in the prior year, ranging from $0.60 to $2.38 per share
|
731,538
|
732
|
(731,538
|
)
|
(799,062
|
)
|
-
|
-
|
-
|
798,330
|
-
|
-
|
||||||||||||||||||||||||||||||||
Common stock issued for purchase of equipment in the prior year
|
80,000
|
80
|
(80,000
|
)
|
(40,000
|
)
|
-
|
-
|
39,920
|
-
|
-
|
|||||||||||||||||||||||||||||||||
Common stock issued in connection with private placement, $1.00 per unit,
|
3,421,000
|
3,421
|
-
|
1,710,500
|
1,744,710
|
-
|
-
|
458,414
|
-
|
2,206,545
|
||||||||||||||||||||||||||||||||||
Common stock subscribed for advisory fee
|
-
|
-
|
287,000
|
287
|
287,000
|
292,740
|
-
|
-
|
(293,027
|
)
|
-
|
|||||||||||||||||||||||||||||||||
Common stock issued for repayment of loan, $1.00 per share
|
200,000
|
200
|
-
|
-
|
-
|
-
|
-
|
199,800
|
-
|
200,000
|
||||||||||||||||||||||||||||||||||
Common stock subscribed for services, ranging from $0.60 to $1.48 per share.
|
-
|
-
|
715,198
|
783,878
|
-
|
-
|
-
|
-
|
-
|
783,878
|
||||||||||||||||||||||||||||||||||
Common stock subscribed for equipment, $1.48 per share
|
-
|
-
|
30,786
|
35,120
|
-
|
-
|
-
|
-
|
-
|
35,120
|
||||||||||||||||||||||||||||||||||
Common stock issued for services, subscribed in Q1-12, ranging from $0.60 to $1.48 per share
|
715,198
|
715
|
(715,198
|
) |
(783,878
|
) | - |
|
- |
|
- |
|
- |
|
783,163
|
- |
|
- |
|
|||||||||||||||||||||||||
Common stock issued for purchase of equipment, subscribed in Q1-12, $1.48 per share
|
30,786
|
31
|
(30,786
|
) |
(35,120
|
) | - |
|
- |
|
- |
|
- |
|
35,089
|
- |
|
- |
|
|||||||||||||||||||||||||
Common stock issued in relation to the private placement in January 2012, relating to the price protection clause (Note 11)
|
880,250
|
880
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
907,778
|
- |
|
908,658
|
||||||||||||||||||||||||||
Common stock issued in connection with private placement, $0.80 per share (net of advisory fee of $657 and legal and offering costs of $135,169)
|
14,153,750
|
14,154
|
-
|
-
|
-
|
-
|
-
|
-
|
11,189,912
|
-
|
11,204,066
|
|||||||||||||||||||||||||||||||||
Stock compensation expense related to granting of stock options.
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
960,175
|
-
|
960,175
|
|||||||||||||||||||||||||||||||||
Common stock subscribed as a advisory fee in relation to May private placement, $0.80 per share
|
-
|
-
|
657,188
|
657
|
-
|
-
|
-
|
-
|
(657
|
) |
-
|
-
|
||||||||||||||||||||||||||||||||
Common stock subscribed for services, ranging from $0.60 to $1.28 per share
|
-
|
-
|
439,333
|
440,528
|
-
|
-
|
-
|
-
|
-
|
-
|
440,528
|
|||||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,883,373
|
)
|
(6,883,373
|
)
|
||||||||||||||||||||||||||||||||
BALANCE, JUNE 30, 2012
|
88,827,901
|
$
|
88,829
|
1,383,521
|
$
|
441,472
|
1,997,500
|
$
|
2,037,450
|
1,000,000
|
$
|
1,000
|
$
|
50,827,435
|
$
|
(41,428,977
|
)
|
$
|
11,967,209
|
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss from continuing operations
|
$
|
(6,800,270
|
)
|
$
|
(6,720,415
|
)
|
||
Net loss from discontinued operations
|
(83,103)
|
(2,543,474
|
)
|
|||||
Items not affecting cash:
|
||||||||
Depreciation of property plant and equipment
|
275,814
|
165,972
|
||||||
Accretion of other long-term obligations
|
429
|
-
|
||||||
Other Income
|
(12,000)
|
-
|
||||||
Impairment charges
|
192,831
|
-
|
||||||
Foreign exchange gain
|
8,091
|
18,892
|
||||||
Gain on equity derivative liability
|
(305,798
|
)
|
-
|
|||||
Provision for/uncollectible accounts
|
334
|
-
|
|
|||||
Stock issued for services and stock based compensation
|
2,119,868
|
2,844,768
|
||||||
Total non-cash items from continuing operations
|
2,279,569 |
3,029,632
|
||||||
Non-cash items impacting discontinued operations
|
5,592
|
2,522,146
|
||||||
Working capital changes:
|
||||||||
Accounts receivable
|
61,137
|
244,722
|
||||||
Recovery of uncollectible accounts
|
- |
(67,240
|
) | |||||
Inventories
|
71,456
|
-
|
||||||
Prepaid expenses and other current assets
|
44,194
|
93,854
|
||||||
Deposits & other assets
|
(23,988
|
)
|
-
|
|||||
Accounts payable
|
(961,924
|
)
|
98,534
|
|||||
Accrued expenses
|
124,208
|
(61,306
|
)
|
|||||
Income taxes payable
|
-
|
(5,781
|
)
|
|||||
Other long-term liabilities and customer advances
|
(99,820
|
)
|
-
|
|||||
Total working capital changes
|
(
784,737
|
) |
302,783
|
|||||
Changes attributable to discontinued operations
|
467,913
|
(
42,542
|
) | |||||
NET CASH USED IN OPERATING ACTIVITIES
|
(4,915,036
|
)
|
(3,451,870
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Property, plant and equipment additions
|
(2,443,358
|
)
|
(935,231
|
)
|
||||
Deposits for
purchases of property, plant and equipment
|
(294,280
|
)
|
(1,185
|
)
|
||||
Decrease in restricted cash
|
- |
144,500
|
||||||
(Increase) decrease in cash held in attorney trust
|
(72,875
|
)
|
164,467
|
|||||
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES
|
(2,810,513
|
)
|
(627,449
|
) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Stock proceeds, net
|
11,698,780
|
7,495,695
|
||||||
Repayments of long term debt
|
- |
(8,831
|
) | |||||
Repayments of note payable
|
(30,000
|
) |
(37,500
|
) | ||||
Repayment of stock subscriptions payable advances
|
(100,000
|
)
|
-
|
|||||
Proceeds from short term loans
|
75,000
|
-
|
||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
11,643,780
|
7,449,364
|
||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
3,918,231
|
3,370,045
|
||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
2,511,469
|
724,156
|
||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
6,429,700
|
$
|
4,094,201
|
||||
Supplemental disclosure of cash flow information (Note 14)
|
Leasehold improvements
|
lesser of useful life or term of the lease
|
Machinery and office equipment
|
3-15 years
|
Vehicles
|
5 years
|
Furniture and fixtures
|
7 years
|
Office and industrial buildings
|
25 years
|
●
|
Level 1 - Quoted prices in active markets for identical assets or liabilities
|
●
|
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities
|
●
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities
|
June 30,
2012
|
December 31,
2011
|
|||||||
Raw materials
|
$
|
21,038
|
$
|
64,191
|
||||
Finished goods
|
9,391
|
37,694
|
||||||
Total inventories
|
$
|
30,429
|
$
|
101,885
|
June 30, 2012
|
Cost
|
Accumulated Amortization
|
Net Book
value
|
|||||||||
Leasehold improvements
|
$
|
51,671
|
$
|
(9,401
|
)
|
$
|
42,270
|
|||||
Machinery and office equipment (including assets purchased under capital lease)
|
4,343,095
|
(860,289
|
)
|
3,482,806
|
||||||||
Furniture and fixtures
|
24,918
|
(10,095
|
)
|
14,823
|
||||||||
Land
|
273,118
|
-
|
273,118
|
|||||||||
Office and industrial buildings
|
643,393
|
(41,814
|
)
|
601,579
|
||||||||
Construction in process
|
1,706,054
|
-
|
1,706,054
|
|||||||||
$
|
7,042,249
|
$
|
(921,599
|
)
|
$
|
6,120,650
|
December 31, 2011
|
Cost
|
Accumulated Amortization
|
Net Book
value
|
|||||||||
Leasehold improvements
|
$
|
42,217
|
$
|
(7,121
|
)
|
$
|
35,096
|
|||||
Machinery and office equipment (including assets purchased under capital lease)
|
3,050,705
|
(610,915
|
)
|
2,439,790
|
||||||||
Furniture and fixtures
|
24,918
|
(9,318
|
)
|
15,600
|
||||||||
Land
|
273,118
|
-
|
273,118
|
|||||||||
Office and industrial buildings
|
656,278
|
(32,541
|
)
|
623,737
|
||||||||
Construction in process
|
712,159
|
-
|
712,159
|
|||||||||
$
|
4,759,395
|
$
|
(659,895
|
)
|
$
|
4,099,500
|
June 30,
2012
|
December 31,
2011
|
|||||||
On October 15, 2010, the Company entered into an unsecured short-term loan agreement with an existing stockholder. The loan, in the amount of $200,000 Canadian dollars, bore interest at an annual rate of 6%. The entire principal of the loan, together with all accrued interest was due and payable on October 15, 2011. The loan was used for working capital purposes. The loan was repaid in stock in January 2012 in conjunction with the December/ January private placement.
|
$
|
-
|
$
|
200,000
|
||||
In February 2012, a member of the Board of Directors entered into an unsecured short-term loan agreement with the Company. The loan bears no interest and is due on November 22, 2012. The loan was used for working capital purposes. This loan was repaid in cash in July 2012.
|
75,000
|
-
|
||||||
In November 2010, a member of the Board of Directors entered into an unsecured short-term loan agreement with the Company. The loan bore no interest and was due on November 22, 2012. The loan was used for working capital purposes. This loan was repaid in cash during the quarter
|
-
|
30,000
|
||||||
$
|
75,000
|
$
|
230,000
|
June 30,
2012
|
December 31,
2011
|
|||||||
Mortgage in the amount of $280,000 Canadian dollars, bears simple interest at 7% per annum, secured by the land and building, and matures on June 15, 2015. Principal and interest are due, in their entirety, at maturity.
|
$
|
280,700
|
$
|
266,577
|
||||
Equipment loan bears interest at 7.9% per annum, secured by the equipment and matures in April 2015, repayable in monthly installments of approximately $378.
|
11,316
|
-
|
||||||
Equipment loan bears interest at 3.9% per annum, secured by the equipment and matures on May 10, 2015, repayable in monthly installments of approximately $1,194.
|
36,875
|
42,905
|
||||||
328,891
|
309,482
|
|||||||
Less: current portion
|
17,898
|
13,798
|
||||||
$
|
310,993
|
$
|
295,684
|
Annual Payments
|
||||
To June 30, 2013
|
$
|
17,898
|
||
To June 30, 2014
|
17,898
|
|||
To June 30, 2015
|
293,095
|
|||
Total repayments
|
328,891
|
To June 30, 2013
|
$
|
97,911
|
||
To June 30, 2014
|
99,000
|
|||
To June 30, 2015
|
102,000
|
|||
To June 30, 2016
|
102,000
|
|||
To June 30, 2017
|
102,000
|
|||
Thereafter
|
1,545,000
|
|||
Total
|
$
|
2,047,911
|
●
|
JBI, Inc Stock Price at January 6, 2012 ($1.42 per share);
|
●
|
Shares to be issued upon Occurrence – 880,250 shares of Common Stock (based on an offering price of $0.80);
|
●
|
Probability of Occurrence – 100%, based on the expectation and discussions the Company held with additional investors during and after the consummation of this private placement;
|
●
|
JBI, Inc Stock Price at March 31, 2012 ($1.17 per share);
|
●
|
Shares to be issued upon Occurrence – 880,250 shares of Common Stock (based on an offering price of $0.80);
|
●
|
Probability of Occurrence – 100%, based on the expectation and discussions the Company held with additional investors during and after the consummation of this private placement;
|
●
|
Volatility – 163.67%, based on the Company’s Historical Stock Price
|
●
|
Probability of Occurrence – 100%, based on the expectation and discussions the Company held with additional investors during and after the consummation of this private placement
|
●
|
Risk Free Rate – 2.70%, based on the long-term US Treasury rate
|
Three- and Six- Months Ended
June 30,
|
||||||||
2012
|
2011
|
|||||||
Expected life (in years)
|
5.0 | - | ||||||
Risk-free interest rate
|
0.77%-0.78 | % | - | |||||
Expected volatility
|
154.30%-157.14 | % | - | |||||
Expected dividend yield
|
0 | % | - |
Options
Outstanding
Stock
Options
|
Weighted-
Average
Exercise
Price
|
Aggregate
(1)
Intrinsic
Value
|
||||||||||
(in thousands, except share and per share data)
|
||||||||||||
Balance as of December 31, 2011
|
- | $ | - | $ | - | |||||||
Granted
|
5,240,000 | 1.50 | ||||||||||
Exercised
|
- | - | ||||||||||
Cancelled
|
- | - | ||||||||||
Balance as of June 30, 2012
|
5,240,000 | $ | 1.50 | $ | - | |||||||
Equity awards available for grant at June 30, 2012
|
4,760,000 |
(1)
|
Amounts represent the difference between the exercise price and the fair value of common stock at period end for all in the money options outstanding based on the fair value per share of common stock. As of June 30, 2012, no options that had been granted were in the money
|
June 30, 2012
|
June 30, 2011
|
|||||||
Common shares to be issued in connection with acquisition of property, plant and equipment
|
$
|
35,120
|
$
|
26,979
|
||||
Common shares to be issued in connection with various services rendered
|
$
|
1,159,693
|
$
|
-
|
||||
Share based compensation
|
$
|
960,175
|
$
|
-
|
||||
Short term loan settled through share issuance
|
$
|
200,000
|
$
|
35,000
|
||||
Long term note receivable from sale of Pak-It
|
$
|
467,257
|
$
|
-
|
||||
Prepaid expenses utilized upon acquisition of property, plant and equipment
|
$
|
-
|
$
|
-
|
||||
Prepayment through share issuances
|
$
|
136,250
|
||||||
Mortgage arising on acquisition of property, plant and equipment
|
$
|
-
|
$
|
275,705
|
June 30, 2012
|
|||||||||||
Pak-It
|
Javaco
|
Total | |||||||||
Inventory, net
|
- | 127,952 | $ | 127,952 | |||||||
Property, plant and equipment, net
|
- | 10,108 | 10,108 | ||||||||
Intangible assets, net
|
- | - | - | ||||||||
Net assets held for sale
|
- | 138,060 | $ | 138,060 |
December 31, 2011
|
|||||||||||
Pak-It
|
Javaco
|
Total | |||||||||
Inventory, net
|
$ | 288,254 | 204,403 | $ | 492,657 | ||||||
Property, plant and equipment, net
|
$ | 382,436 | 15,700 | 398,136 | |||||||
Intangible assets, net
|
$ | 196,213 | - | 196,213 | |||||||
Net assets held for sale
|
866,903 | 220,103 | $ | 1,087,006 |
Javaco and Pak-It Statements of Operations
|
||||||||||||||||
Three Months Ended June 30,
|
Six months Ended June 30.
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue
|
$
|
482,429
|
$
|
1,451,015
|
$
|
889,147
|
$
|
3,652,602
|
||||||||
Cost of Sales
|
409,979
|
1,238,218
|
749,637
|
2,973,865
|
||||||||||||
Gross Profit
|
72,450
|
212,797
|
139,510
|
678,737
|
||||||||||||
Operating Expenses
|
95,893
|
670,113
|
221,631
|
1,129,960
|
||||||||||||
Impairment of Intangibles
|
-
|
1,900,000
|
-
|
2,254,870
|
||||||||||||
Other Income
|
(40)
|
18,016
|
(982)
|
36,398
|
||||||||||||
Loss before Income Taxes
|
(23,483)
|
(2,339,300)
|
(83,103)
|
(2,669,695)
|
||||||||||||
Future income tax recovery
|
-
|
(214,229)
|
-
|
(126,221)
|
||||||||||||
Loss from discontinued operations, net of tax
|
$
|
(23,483)
|
$
|
(2,125,071)
|
$
|
(83,103)
|
$
|
(2,543,474)
|
December 31,
|
||||
2011
|
||||
Inventory (net of impairment loss and reserve of $159,140)
|
$
|
288,254
|
||
Property, plant and equipment (net of depreciation and impairment loss of $211,433)
|
382,436
|
|||
Intangible assets (net of amortization and impairment loss of $108,266)
|
196,213
|
|||
Net assets held for sale
|
$
|
866,093
|
Three Months Ended June 30, |
Six Months Ended June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
1,002,184
|
$
|
-
|
$
|
2,622,117
|
||||||||
Cost of Sales
|
-
|
857,976
|
-
|
2,075,815
|
||||||||||||
Gross Profit
|
-
|
144,208
|
-
|
546,302
|
||||||||||||
Operating Expenses
|
-
|
496,759
|
-
|
889,919
|
||||||||||||
Impairment of Intangibles
|
-
|
1,900,000
|
-
|
1,900,000
|
||||||||||||
Other Income
|
-
|
18,201
|
-
|
37,000
|
||||||||||||
Loss before Income Taxes
|
-
|
(2,234,350)
|
-
|
(2,206,617)
|
||||||||||||
Future income tax recovery
|
-
|
(214,229)
|
-
|
(126,221)
|
||||||||||||
Loss from discontinued operations, net of tax
|
$
|
-
|
$
|
(2,020,121)
|
$
|
-
|
$
|
(2,080,395)
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Inventory (net of obsolescence reserve of $160,000)
|
$
|
127,952
|
$
|
204,403
|
||||
Property, plant and equipment, (net of depreciation of $34,379 at June 30, 2012 and $36,157 at December 31, 2011)
|
10,108
|
15,700
|
||||||
Net assets held for sale
|
$
|
138,060
|
$
|
220,103
|
Three Months Ended June 30,
|
Six Months Ended June 30.
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue
|
$
|
482,429
|
$
|
448,831
|
$
|
889,147
|
$
|
1,030,485
|
||||||||
Cost of Sales
|
409,979
|
380,242
|
749,637
|
898,050
|
||||||||||||
Gross Profit
|
72,450
|
68,589
|
139,510
|
132,435
|
||||||||||||
Operating Expenses
|
95,893
|
173,354
|
221,631
|
240,042
|
||||||||||||
Impairment of Intangibles
|
-
|
-
|
-
|
354,870
|
||||||||||||
Other Expense
|
40
|
185)
|
982
|
602
|
||||||||||||
Loss before Income Taxes
|
(23,483)
|
(104,950)
|
(83,103)
|
(463,079)
|
||||||||||||
Future income tax recovery
|
-
|
-
|
-
|
-
|
||||||||||||
Loss from discontinued operations, net of tax
|
$
|
(23,483)
|
$
|
(104,950)
|
$
|
(83,103)
|
$
|
(463,079)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
|
Six months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O Sales
|
405,882
|
86,015
|
Six months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O |
304,178
|
57,534
|
Six months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O |
101,704
|
28,481
|
Six months Ended June 30.
|
||||||||
2012
|
2011
|
|||||||
Selling, general & administrative expenses
|
$
|
6,830,135
|
$
|
6,101,878
|
||||
Depreciation of property, plant and equipment
|
275,814
|
165,908
|
||||||
Accretion of other long-term obligation
|
429
|
-
|
||||||
Research and development expenses
|
2,095
|
508,417
|
||||||
Impairment loss
|
192,831
|
-
|
||||||
$
|
7,301,304
|
$
|
6,776,204
|
Three Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O Sales
|
179,420
|
86,015
|
Three Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O Sales
|
126,329 | 57,534 |
Three Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
P2O Sales
|
53,091
|
28,481
|
Three Months Ended June 30,
|
||||||||
2012
|
2011
|
|||||||
Selling, general & administrative expenses
|
$ | 3,933,143 | $ | 4,099,741 | ||||
Depreciation of property, plant and equipment
|
138,833 | 95,057 | ||||||
Accretion of other long-term obligation
|
214 | - | ||||||
Research and development expenses
|
2,095 | 220,462 | ||||||
Impairment loss
|
156,331 | - | ||||||
$ | 4,230,616 | $ | 4,415,260 |
2012
|
2011
|
|||||||
Net loss from continuing operations
|
$
|
(6,800,270
|
)
|
$
|
(6,720,415
|
)
|
||
Net loss from discontinued operations
|
(83,103
|
)
|
(2,543,474
|
)
|
||||
Items not affecting cash from continuing operations
|
2,279,569
|
2,962,392
|
||||||
Items not affecting cash from discontinued operations
|
5,592
|
2,522,146
|
||||||
Working capital changes from continuing operations
|
(
784,737
|
)
|
302,783
|
|||||
Working capital changes from discontinued operations
|
467,913
|
(42,542
|
)
|
|||||
Investing activities
|
(2,810,513
|
)
|
(627,449
|
)
|
||||
Financing activities
|
11,643,780
|
7,449,364
|
||||||
Increase in cash
|
$
|
3,918,231
|
$
|
3,370,045
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1a.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
3.1
|
Certificate of Amendment to Articles of Incorporation filed on January 10, 2007.
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation filed on December 11, 2009.
|
|
3.3
|
Certificate of Designation filed on December 1, 2009.
|
|
3.4
|
Certificate of Amendment to Certificate of Designation filed on May 10, 2012.
|
|
3.5
|
Certificate of Amendment to Articles of Incorporation filed on May 11, 2012.
|
|
3.6
|
Certificate of Correction filed on May 14, 2012.
|
|
4.1
|
Form of Common Stock Certificate
|
|
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.
|
|
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 ExtensionDefinition Linkbase Document
|
JBI, INC.
|
|||
Date: August 9, 2012
|
By:
|
/s/
Kevin Rauber
|
|
Name:
Kevin Rauber
|
|||
Title: President and Chief Executive Officer
(Principal Executive Officer)
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20070017696-18
|
Filing Date and Time
01/10/2007 9:25 PM
|
|
Entity Number
E0301232006-1
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1. Name of the corporation: |
310 HOLDINGS, INC |
2. The articles have been amended as follows (provide article number if available): |
Article 4 is deleted in its entirety and replaced as follows:
Article 4: Authorized Shares
The aggregate number of shares which the corporation shall have authority to issue shall consist of 70,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.
Forward Stock Split:
On January 5, 2007, the corporation effected a forward stock split at a ratio of 7 for 1 of its issued and outstanding common stock.
|
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:
Majority over 50%
|
4. Effective date of filing (optional): 01/29/ 08 |
5. Officer signature (required): X /s/ Nicole Wright |
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. |
|
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20090854386-45
|
Filing Date and Time
12/11/2009 3:45 PM
|
|
Entity Number
E0301232006-1
|
USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1. Name of the corporation: |
JBI, INC |
2. The articles have been amended as follows (provide article number if available): |
Article 4 is amended as follows:
Number of Shares with par value
The aggregate number of shares which the corporation shall have authority to issue shall consist of 150,000,000 Common Shares, par value per share $0.001, and 5,000,000 shares of Preferred Stock having a $0.001 par value.
|
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:
52%
|
4. Effective date of filing (optional): | |
(must not be later than 90 days after the certificate is filed) |
5. Officer signature (required): |
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. |
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Designation
(PURSUANT TO NRS 78.1955)
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
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Document Number
20090830556-08
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Filing Date and Time
12/01/2009 2:45 PM
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Entity Number
E0301232006-1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
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1. Name of the corporation: |
JBI, INC |
2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock, |
A Series of Super Preferred Voting Stock of the Corporation be, and it hereby is, created out of the 5,000,000 authorized but unissued shares of the capital preferred stock of the Corporation, such series to be designated Series A Super Voting Preferred Stock (the “Series A Super Voting Preferred Stock”), to consist of 1,000,000 shares, par value $0.001 per share, which shall have the following preferences, powers, designations and other special rights;
Holders of the Series A Super Voting Preferred Stock shall have one hundred (100) times that number of votes on all matters submitted to the shareholders that each shareholder of the Corporation’s Common Stock (rounded to the nearest whole number) is entitled to vote at each meeting of shareholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. Holders of the Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock as a single class.
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3. Effective date of filing (optional): | |
(must not be later than 90 days after the certificate is filed) |
Signature of Officer
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/s/ John Bordynuik | |||
JOHN BORDYNUIK |
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Amendment to
Certificate of Designation
After Issuance of Class or Series
(PURSUANT TO NRS 78.1955)
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
2012033745_20
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Filing Date and Time
05/10/2012 1:40 PM
|
|
Entity Number
E0301232006-1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1. Name of the corporation: |
JBI, INC |
2. Stockholder approval pursuant to stature has been obtained. |
3. The class or series of stock being amended: |
Series A Super Voting Preferred Stock, $0.001 par value par share.
|
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is: |
The Certificate of Designation dated December 1, 2009 is being amended and restated primarily in order to remove the liquidation preference of the Series A Super Voting Preferred Stock, $0.001 par value per share.
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5. Effective date of filing (optional): | Same day as this certificate is filed |
(must not be later than 90 days after the certificate is filed) |
6. Signature: (required) |
|
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20120337805-31
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Filing Date and Time
05/11/2012 2:10 PM
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|
Entity Number
E0301232006-1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1. Name of the corporation: |
JBI, INC |
2. The articles have been amended as follows (provide article number if available): |
The following Article is added as follows:
Article 10. The provision of NRS 78.378 to 78.3793, inclusive, do not apply to the Company.
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3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:
60.8
%
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4. Effective date and time of filing (optional): | Date: | Time: | ||
(must not be later than 90 days after the certificate is filed) |
5. Signature: (required) |
|
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. |
|
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Certificate of Correction
(PURSUANT TO NRS CHAPTERS 78, 78A,
80, 81 82, 84,86,87,87A, 88, 88A, 89 AND 92A)
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20120339809-17
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Filing Date and Time
05/14/2012 11:55 AM
|
|
Entity Number
E0301232006-1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE SPACE FOR OFFICE USE ONLY
|
1. The name of the entity for which correction is being made: |
JBI, INC |
2. Description of the original document for which correction is being made : |
Amendment to Certificate of Designation After Issuance of Class or Series.
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3. Filing date of the original document for which correction is being made:
May 10, 2012
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4. Description of the inaccuracy or defect |
The Certificate of Amendment file on May 10, 2012 failed to attach the Amended and Restated Designation
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5. Correction of the inaccuracy of defect: |
The Certificate of Designation, dated December 1, 2009 (as amended, the “Original Designation”), is hereby amended and restated in its entirety by replacing it with the Amended Certificate of Designations, Preferences and Rights of Series A Super Voting Stock of JBI, Inc. attached hereto (the “New Designation”). The primary purpose of the New Designation is to remove the liquidation preference of the Series A Super Voting Preferred Stock , $0.001 par value per share, as set forth in Section 3 of the Original Designation.
SEE ATTACHED
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6. Signature |
Chief Financial Officer | 05/14/2012 | |||
Authorized Signature | Title | Date |
*if entity is a corporation, it must be signed by an officer if stock has been issued. OR an incorporator or director if stock has not been issued a limited-liability company by a manage or managing member: a limited partnership by a general partner: a limited-liability partnership by a general partner a limited-liablity partnership by a managing partner a business trust by a trustee. |
1. | I have reviewed this quarterly report on Form 10-Q of 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.
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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;
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4.
|
The registrant’s other certifying officer and I are I am 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)
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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)
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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.
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Date: August 9, 2012
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By:
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/s/ Kevin Rauber
|
|
Kevin Rauber
|
|||
President and Chief Executive Officer
|
1. | I have reviewed this quarterly report on Form 10-Q of 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.
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Date: August 9, 2012
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By:
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/s/ Matthew Ingham
|
|
Matthew Ingham
|
|||
Chief Financial Officer
|
1.
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Such Quarterly Report on Form 10-Q for the period ended June 30, 2012, 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 June 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of JBI Inc.
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Date: August 9, 2012
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By:
|
/s/ Kevin Rauber
|
|
Kevin Rauber
|
|||
President and Chief Executive Officer
|
1.
|
Such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in such Quarterly Report on Form 10-Q for the period ended June 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of JBI Inc.
|
Date: August 9, 2012
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By:
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/s/ Matthew Ingham
|
|
Matthew Ingham
|
|||
Chief Financial Officer
|