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CCOHS MSDS Database - JBI INC
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This company contributes their Material Safety Data Sheets (MSDS) to the Canadian Centre for Occupational Health and Safety (CCOHS) for inclusion in our MSDS Database.
CCOHS does NOT produce, sell, or make available, chemical products. To purchase products or to obtain copies of individual MSDSs, please contact JBI INC directly.
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The valuation of the media credits, for what it's worth, appears to have come from the seller (you probably already know that Domark sold the media credits to JBI in connection with the Javaco deal). You can check Domark's financials, and you will see the credits valued at $10 Million. I'm not defending the valuation of them on JBI's books, nor the appropriateness of the method used to account for the transfer, but there is a basis for the value used (albeit incorrect, and perhaps even grossly negligent). Further, the terms of the transaction were disclosed to the investing public and the balance sheet clearly identified the item valued as "media credits" rather than some vaguely defined asset (e.g., intangibles). The company also dismissed their auditor from that time, their CFO from that time has resigned, and the company took a number of steps to both correct the error(s) and prevent further errors moving forward. Does that dismiss the error as irrelevant? Of course not, but I do not believe the company was engaging in fraudulent activity because I do not believe the company acted with an intent to defraud anyone. That is a point that I'm sure we will just have to agree to disagree on, at least for now, but there is nothing wrong with disagreement.
My post yesterday: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65736997
You response today: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65765726
My responsive post today: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=65769098
Prepaid Media 1,002,866
That's Domark's valuation of the prepaid media credits as of 5/31/2009, as posted in their 10K.
http://sec.gov/Archives/edgar/data/1365160/000116552709000772/g3413a.txt
On August 24, 2009, the Company assigned $9,997,134 of M4E media credits to 310 Holdings, Inc. in exchange for the issuance of 1,000,000 shares of 310 Holding's common stock. As a result, the Company has impaired its asset to reflect only the unused portion of advertisement as of May 31, 2009 and the value received for the credits.
OTHER ASSETS
Deposits 12,708 7,333
Prepaid Media 10,000,000 10,000,000
Intangible Assets - Software & Intellectual Property 4,100,000 0
Goodwill 5,121,763 0
Well I did get a good chuckle out of your post anyway. That was a very clever spin you put on my words, but that's okay, I'm used to that. Whether it was an intentional spin or an unintentional one (and thus a misunderstanding), I really don't know. But those who are familiar with my comments know I was not accusing the company of fraudulent financial reporting.
From your post:
I was an accountant in a corporate environment for a good piece of my working life and never heard the phrase "accounting irregularity". Thank goodness. Frankly I don't believe that it is a term that gets a lot of use. However:
"American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 53, The Auditor’s Responsibility to Detect and Report Errors and Irregularities, and AICPA SAS No. 82, Consideration of Fraud in a Financial StatementAudit, both define an “accounting irregularity” as:
“[I]ntentional misstatements or omissions of amounts or disclosures in financial statements. Irregularities include fraudulent financial reporting undertaken to render financial statements misleading ….”
http://10b5.pwc.com/PDF/RESTATEMENT_RESTATEMENT.PDF
We are now in general agreement on both the law and the facts.
I, too, believe that items 1,2,3 and 5 represent intentional misstatements or omissions of amounts or disclosures in financial statements and fraudulent financial reporting undertaken to render financial statements misleading. Item 4 may have contributed to same, but it is a separate and distinct allegation.
General allegations of GAAP violations or accounting irregularities are insufficient to establish scienter.
I am pleased we agree to some extent on the applicable law. If I may, however, I would like to make a few counterpoints.
In the case cited, the complaint against the auditor (Price Waterhouse) was dismissed for lack of scienter. The cases against the company (Altris Software), however, went forward and were eventually settled. Note that the settlement describes PW as a "non-settling" defendant.
http://www.gilardi.com/pdf/asinot.pdf
Clearly, in the JBI case, the plaintiff does not intend to rely solely on an allegation that the financial statements in question aren't compliant with GAAP. I'll repeat the list provided previously as a reminder:
"Specifically, Defendants made false and/or misleading statements and/or failed to disclose: (1) that the media credits acquired by the Company in connection with the acquisition of JavaCo were substantially overvalued; (2) that the Company was improperly accounting for acquisitions; (3) that, as such, the Company’s financial results were not prepared in accordance with Generally Accepted Accounting Principles (“GAAP”); (4) that the Company lacked adequate internal and financial controls; and (5) that, as a result of the above, the Company's financial statements were materially false and misleading at all relevant times."
There should be little doubt that the other 4 items above will also be established as fact and known to at least one of the defendants.
"The allegations you noted that are set forth in Paragraph 51 of the complaint are not "particular facts giving rise to a strong inference" that the defendant acted with the requisite state of mind, as required by statute."
Obviously, what they do allege will require evidence to prove, as I stated immediately following my summary of Paragraph 51:
"I don't know how they are going to prove that stuff......items 2 and 3 are obviously easily established, 1 and 4 will require documents and testimony that I don't think the public has seen."
I'm afraid that the case you cited isn't on point:
http://scholar.google.com/scholar_case?q=288+f.3d+385&hl=en&as_sdt=2,22&case=14286418464571855843&scilh=0
The plaintiff in that case named as defendants both the company and the auditor. The auditor is not a named defendant in the JBI case. The auditor was judged to lack scienter and absolved of liability, not the company.
A complaint alleging fraud must meet the heightened pleading standards of Fed.R.Civ.P. 9(b), which requires that “in all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.” The Private Securities Litigation Reform Act of 1995 (“PSLRA”) heightens the particularity requirements of Rule 9(b) as applied to federal securities class action lawsuits. . . . The PSLRA requires a plaintiff to “plead, in great detail, facts that constitute strong circumstantial evidence of deliberately reckless or conscious misconduct.” . . . Simple recklessness or a motive and opportunity to commit fraud is not sufficient. . . . “In order to show a strong inference of deliberate recklessness, plaintiffs must state facts that come closer to demonstrating intent.” . . . A plaintiff must “provide all the facts forming the basis for [his or] her belief [that the defendant acted with deliberate recklessness] in great detail.” . . .
In his complaint, the plaintiff relies upon a violation of Generally Accepted Accounting Principles (“GAAP”) to establish the required element of scienter. However, “the mere publication of inaccurate accounting figures, or a failure to follow GAAP, without more, does not establish scienter [in a securities fraud claim].” . . . Thus, the allegations do not state a prima facie case under pre-PSLRA law, . . . much less the heightened pleading standard under the PSLRA.
The JBI class action suit isn't based on forward looking statements, but rather it's based misrepresentations of existing facts.
"Specifically, Defendants made false and/or misleading statements and/or failed to disclose: (1) that the media credits acquired by the Company in connection with the acquisition of JavaCo were substantially overvalued; (2) that the Company was improperly accounting for acquisitions; (3) that, as such, the Company’s financial results were not prepared in accordance with Generally Accepted Accounting Principles (“GAAP”); (4) that the Company lacked adequate internal and financial controls; and (5) that, as a result of the above, the Company's financial statements were materially false and misleading at all relevant times."
IMO the bases for the claims are materially different from those in the article.
The proof of scienter in fraud cases is often a matter of inference from circumstantial evidence. However, the mere publication of inaccurate accounting figures, or a failure to follow GAAP, without more, does not establish scienter. Rather, scienter requires more than a misapplication of accounting principles. The plaintiff must prove that the accounting practices were so deficient that the audit amounted to no audit at all, or an egregious refusal to see the obvious, or to investigate the doubtful, or that the accounting judgments which were made were such that no reasonable accountant would have made the same decisions if confronted with the same facts.
Software Toolworks, 50 F.3d at 627-28 (internal alternations, quotations and citations omitted). Thus, mere allegations that an accountant negligently failed to closely review files or follow GAAP cannot raise a strong inference of scienter. Id. at 628.
Let me help you with this.
scion keeps track and posts the dockets of a lot of lawsuits and criminal cases and appreciates your willingness to post the full text of the JBI dockets, thereby avoiding the posting of "select information", so that he doesn't have to.
He does not speak of any "criminal law suit against JBI". His only reference mentioning a JBI case is to the "JBI et al class action lawsuit".
You make a good point, when viewing the entire complaint, and asking whether "class action status" is appropriate.
And exactly which of the characteristics that you quoted would result in the case not being afforded class action status?
"In federal civil procedure law, which has also been accepted by approximately 35 states (through adoption of state civil procedure rules similar to the federal rules), the class action must have certain definite characteristics:
the class must be so large as to make individual suits impractical,
there must be legal or factual claims in common
the claims or defenses must be typical of the plaintiffs or defendants, and
the representative parties must adequately protect the interests of the class. These four requirements are often summarized as CANT: commonality, adequacy, numerosity, and typicality. In many cases, the party seeking certification must also show
that common issues between the class and the defendants will predominate the proceedings, as opposed to individual fact-specific conflicts between class members and the defendants and
that the class action, instead of individual litigation, is a superior vehicle for resolution of the disputes at hand."
That's right. None.
One or more members of a class may sue or be sued as representative parties on behalf of all members only if:
(1) the class is so numerous that joinder of all members is impracticable,
(2) there are questions of law or fact common to the class,
(3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and
(4) the representative parties will fairly and adequately protect the interests of the class.
So many lawsuits to keep track of, some of them criminal and getting to a really interesting stage.
I'm glad JohnIK is going to keep posting the JBI et al class action lawsuit here.
Paula,
Look exclusively on the Nevada District Court link. Then do a query for JBI as party. The only filing that pops up is the Pancoe "class action."
I was on Pacer when you checked, because I saw it there when you said it was not there, and posted same.
I have never posted Pacer filings, but I am happy to see them posted by others for the benefit of the board, so long as they are posted accurately, rather than highlighting select "information," while depriving the reader of other information that gives a full picture of the filings. Wouldn't you agree this is the fairest approach?
I do agree that these lawsuits make interesting reading. I trust, of course, that those who are adept at deciphering these filings will stick to the facts, rather than present legal conclusions masqueraded as facts, and taken out of context.
For now we have a lone plaintiff suing JBI based on her 1,000 share purchase on May 9, 2011. That is an accurate statement, wouldn't you agree?
Check the upper left hand corner. It is on Pacer, and you should know that.
http://investorshub.advfn.com/uimage/uploads/2011/7/28/ldpjeScreenH004.jpg
So is the certification you neglected to post.
http://investorshub.advfn.com/uimage/uploads/2011/7/28/lidqkScreenH003.jpg
It's on Pacer. Instead you link to a version of the filing that lacks the affidavit, which contains the substance.
Yes it is. It was filed by Ellisa Pancoe, who says she bought 1,000 shares on May 9, 2011.
Do you view this lawsuit as unauthentic?
Otherwise it is a big deal.
Shermann
My view is than an SEC investigation is a material event that should be disclosed.
As for Wells notices... Once again, not long ago Goldman was fined $640K for not reporting receipt of one.
You need to brush up on your securities law. An SEC investigation, which involves stuff like subpoenae, is most definitely a "legal proceeding", and must be reported.
what's the deal with the amended K???....any idea what has changed this time around (and around and around)......
Thanks for the info. I'm glad you jumped in this topic, as you seem to have a good understanding of patents. Do I understand correctly that the provisional patent sets in place the earlier date (i.e., date of proper filing of the provisional patent application) from which you can assert your patent rights, once in fact the patent is issued (assuming it is granted)? In other words, the patent holder would be able to look back to the date of the provisional patent application filing for any patent breaches? Or does it merely set the priority date for determining the novelty of your invention?
Thanks again for your input.
what about patent pending?
how long does that take?
Since June 8, 1995, the United States Patent and Trademark Office (USPTO) has offered inventors the option of filing a provisional application for patent which was designed to provide a lower-cost first patent filing in the United States and to give U.S. applicants parity with foreign applicants under the GATT Uruguay Round Agreements.
A provisional application for patent is a U.S. national application for patent filed in the USPTO under 35 U.S.C. §111(b). It allows filing without a formal patent claim, oath or declaration, or any information disclosure (prior art) statement. It provides the means to establish an early effective filing date in a later filed non-provisional patent application filed under 35 U.S.C. §111(a). It also allows the term “Patent Pending” to be applied in connection with the description of the invention.
A provisional application for patent (provisional application) has a pendency lasting 12 months from the date the provisional application is filed. The 12-month pendency period cannot be extended. Therefore, an applicant who files a provisional application must file a corresponding non-provisional application for patent (non-provisional application) during the 12-month pendency period of the provisional application in order to benefit from the earlier filing of the provisional application. In accordance with 35 U.S.C. §119(e), the corresponding non-provisional application must contain or be amended to contain a specific reference to the provisional application.
Once a provisional application is filed, an alternative to filing a corresponding non-provisional application is to convert the provisional application to a non-provisional application by filing a grantable petition under 37 C.F.R. §1.53(c)(3) requesting such a conversion within 12 months of the provisional application filing date.
However, converting a provisional application into a non-provisional application (versus filing a nonprovisional application claiming the benefit of the provisional application) will have a negative impact on patent term. The term of a patent issuing from a nonprovisional application resulting from the conversion of a provisional application will be measured from the original filing date of the provisional application.
By filing a provisional application first, and then filing a corresponding non-provisional application that references the provisional application within the 12-month provisional application pendency period, a patent term endpoint may be extended by as much as 12 months.
I hear you capital gain. I too was hoping to see the 2011 shareholders' meeting posted, as I unfortunately could not attend this year. I was really looking forward to it. The big attraction for me last year, though, was the factory tour, so I suppose missing out on the meeting is minor. I would have liked to meet some of the other shareholders, but I guess there is always next year. I'll let the 500 or so attendees share some stories on interesting encounters.
Hopefully the "promotional video" mentioned today on the boards will have some enjoyable substance to it. Or perhaps a more detailed video will be posted...guess I'll wait and see.
Take care.
You are assuming a director is selling stock when there is no factual basis for the assumption, aside from the fact that the director owns shares.
You are also suggesting sinister activity (with references to illusions and tricks), again with no substantial basis other than the fact that a trust was distributed.
Lastly, your assertion that Mr. Wesson's position is substantially reduced is only half correct. His personal ownership of shares has actually increased substantially. Any shares held in trust for other beneficiaries are beneficially owned by the beneficiaries, not the trustee, although the trustee holds legal title during the term of the trust (or so long as the trustee holds his position as trustee).
It bears noting that had the beneficiaries held the shares from the outset, there would never have been the public disclosure of ownership.
I'm not sure what this "harrassment conspiricy" is that you speak of. It is not me who is devising a conspiracy theory in connection with JBI.
jimmenknee, jimmenknee, jimmenknee...
Your posts of late reflect a fundamental misapprehension of the nature of trusts. I implore you to visit your local library and read up on what a trust is, how a trust operates, and what the trustees' duties are with respect to the trust.
And yes by moving shares to beneficiaries who do not have to report holdings, there will be no further understanding of the disposition;
however, Mr. Wesson also moved shares into his direct control. The speculation as to the purpose is not conspiratorial in nature. It does however, go against the grain of insider ownership proving confidence in JBI. I see it as someone who has suggested a need to supplement income
So June 9th is when the 90 day public comment period begins? Who determines when that ends and why?
(6) The deadline for submission of written comments on the application, including any request for a public hearing. The minimum time frames for review and comment are as follows:
(i) applications supported by a SEQR negative declaration, not less than 15 days after the date of publication unless otherwise specified in this paragraph; . . .
I have been asked to respond to the following question(s): "Can you articulate on the board why you don't think it will take 90 days from 5/9? Where do you find a 90 window being stated. I am certainly hoping this gets done by the shareholders meeting..you think so?"
The DEC regulations set forth the applicable time frame. The solid waste permit pushed JBI's application into the "major project" category, so that is our starting point. Here is the regulation at issue:
§621.10 Final decisions on applications.
(a) The department or its agent shall mail to the applicant and its representative, if applicable, a decision in the form of: a permit, a permit with conditions or a statement that the permit applied for has been denied, with an explanation for the denial. This must be done within the following time periods:
. . . .
(2) for a major project for which no public hearing has been held: on or before 90 calendar days after the date the application was complete. . . .
(3) for any application for which a public hearing has been held on or before 60 calendar days after the receipt by the department of the complete hearing record; . . . .
(b) If the department or its agent fails to mail a decision within the time periods specified above, the applicant may make notice of that failure, by means of certified mail, return receipt requested, addressed to the Commissioner of the Department of Environmental Conservation, Attention: Chief Permit Administrator, New York State Department of Environmental Conservation, Division of Environmental Permits, 625 Broadway, Albany, NY 12233-1750. . . . .
(c) If the department or its agent fails to mail the decision to the applicant within five working days of the receipt of such notice, the application will be deemed approved and the permit deemed granted, subject to the standard terms or conditions applicable to such a permit.
Looks to me like we have avoided a DEC public hearing on the permits.
The DEC, not surprisingly, issued a "negative" SEQR declaration, which means that "the Lead Agency [i.e., the DEC] has determined that the project will not have a significant impact on the environment."
http://www.dec.ny.gov/cfmx/extapps/envapps/index.cfm?view=detail&applid=770377
(click on the question mark next to "SEQR Determination")
Following the DEC's SEQR guidance chart, that determination should permit JBI to avoid DEC consideration of a public hearing (bypassing "step 9").
http://www.dec.ny.gov/permits/32521.html
Not having to go through a public hearing, in turn, would shorten the timeframe in which we should expect to see the air and solid waste permits.
http://www.dec.ny.gov/permits/6226.html
Thus, it appears that we have started the 90-day countdown in which the DEC will issue its decision, commencing on 5/19/11. That 90-day timeframe, of course, represents the outer limit of the DEC's final decision, not the expected arrival date.
For now, we see the comment period is open until 06/09/11, so we can anticipate that no final decision shall be rendered prior to that date. Once we pass June 9, however, I don't see anything further standing in the way of JBI's permits. Given the location of the plant, it is doubtful that an abutter would raise any objections. So I certainly would not be surprised to see June 10 mark the long-anticipated arrival of JBI's permitting.
Cheers!
Question is... is the fuel sales comment on BNN
sufficiently new material information that the 24-hour-to-a-filing clock is now ticking down?
An issuer shall be exempt from the requirement to furnish or file a Form 8–K if it instead disseminates the information through another method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public.
What is our share outstanding?
As at March 31, 2011, there were 54,611,184 shares of Common Stock, $0.001 par value per share issued and outstanding.
PVC is a NYDEC rule?
Big thanks to those who could attend the conference and share their observations. It is nice reading about JBI's progress. Cheers.
Common shares issued in conjunction with Javaco acquisition $ 2,500,000
Line 7,465: Common shares issued in conjunction with Javaco acquisition
FORM 10-K/A (Amendment No. 2) Filing Date 2010-12-16
http://www.sec.gov/Archives/edgar/data/1381105/000121390010005258/f10k2009a2_jbi.htm
Amendment No. 4 to FORM 8-K/ A
(a) JBI acquired Javaco on August 24, 2009. The purchase price was $2,650,000 and the payment of the purchase price has been assumed to be fully paid in shares.
Goodwill amounting $1,976,830 has been assumed to be fair value of purchase consideration less values of assets acquired less liabilities assumed.
http://www.sec.gov/Archives/edgar/data/1381105/000121390011001809/f8k082409a4_jbi.htm
Amendment No. 3 to FORM 8-K/ A - Filing Date 2011-02-09
(a) JBI acquired Javaco on August 24, 2009. The purchase price was $2,650,000 consisting of 2,500,000 shares of our common stock and $150,000 in cash.
The Company has used the share price on the date of aquisition to value our common shares. The elimination entry in consolidation removes the account for JBI's investment in Javaco.
http://www.sec.gov/Archives/edgar/data/1381105/000121390011000632/f8k093009a3_jbi.htm
What happened to the "$150,000 in cash" paid to R Thomas Kidd?
PROFORMA ADJUSTMENTS AND ASSUMPTIONS
(a) JBI acquired Javaco on August 24, 2009. The purchase price was $2,650,000 and the payment of the purchase price has been assumed to be fully paid in shares. Goodwill amounting $1,976,830 has been assumed to be fair value of purchase consideration less values of assets acquired less liabilities assumed.
The unaudited pro forma combined consolidated financial information is provided for informational purposes only. The pro forma information is not necessarily indicative of what JBI’s financial position or results of operations actually would have been had the acquisition been completed at the dates indicated. In addition, the unaudited pro forma combined consolidated financial information does not purport to project the future financial position or operating results of JBI. No effect has been given in the unaudited pro forma combined consolidated financial information for the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. The unaudited pro forma combined consolidated financial statements should be read in conjunction with the audited consolidated financial statements of JBI that are filed on Form 10-K with the Securities and Exchange Commission, and the audited historical financial statements of Pak-It and Javaco, which are included as Exhibits 99.3 and 99.4, respectively, and were filed on an 8K/A December 16, 2010.
The unaudited pro forma combined consolidated financial information has been prepared using the purchase method of accounting as required by FASB Statement of Financial Accounting Standards No. 141, “Business Combinations”. The purchase price has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective fair values as of the date of acquisition. Therefore, the actual amounts recorded as of the completion of their analysis might differ materially from the information presented in the unaudited pro forma combined financial statements.
JBI has appointed John Bordynuik (CEO), Dr. Jacob Smith (COO), John Wesson (Independent), Dr. Robin Bagai (Independent), and James Fairbairn (independent) to the Board of Directors. The Board's Committee Chairs are listed below.
Audit Committee: James Fairbairn
Compensation Committee: John Wesson
Nominating Committee: Dr. Robin Bagai
Where is Ron Baldwin the CFO? Why isn't he part of this group?
Well spoken, and I essentially agree with you. It's certainly not in anyone's interest to drag out the SWP schedule, and I hope to see it expedited. Be that as it may, there is still the regulatory requirement of public notice, (quite possibly) public comment, and administrative approval.
Regarding partnering, however, permitting is site specific, so any potential partner's permits would not extend to JBI's Niagara facility. Rather, it would facilitate extending P2O operations to a potential partner's property, where the permits are already in place.
Thank you for your thoughtful response.
Ryoko, in regards to this:
Aren't the permits due about now? It's not like they are trying to license a nuke reactor.
According to the PCAOB order (last page) and the final SEC order in the related proceedings, the sanctions against Gately did not go into effect until October 22, 2010. JBI had ceased using Gately as auditor long before that time. In addition, the underlying misconduct was completely unrelated to JBI.
http://pcaobus.org/Enforcement/Adjudicated/Pages/default.aspx
http://pcaobus.org/Enforcement/Adjudicated/Documents/Gately.pdf
http://pcaobus.org/Enforcement/Adjudicated/Documents/Gately_2010-10-22_Exchange_Act_Release_63167.pdf
According to the SEC filings JBII has to purchase their plastic.
While I would be quite pleased to see your suppositions come true, I would appreciate some factual foundation. What news regarding JBII do you anticipate/speculate shall be forthcoming in the ensuing week? Thank you in advance for your clarification.
The herd is coming.