Plastic2Oil Inc (PTOI)

[Johnik]

What happened to the "$150,000 in cash" paid to R Thomas Kidd?

I don't read the amended 8-K as restating either the purchase price or the consideration paid for Javaco. All the filings, to my knowledge, have reported the purchase price for Javaco as consisting of $150,000 plus 2,500,000 shares of restricted common stock. I do not see where anything "happened" to the $150,000 in cash paid to Domark (not Kidd) in connection with the Javaco acquisition.

The new language you have quoted from the PRO FORMA exhibit to the amended 8-K, filed April 4, 2011, is not to the contrary. The language at issue states:

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.

http://www.sec.gov/Archives/edgar/data/1381105/000121390011001809/f8k082409a4ex99_jbi.htm


What you are quoting are the adjustments and assumptions for the PRO FORMA balance sheet as of June 30, 2009 (i.e., before the acquisition had taken place). Pro forma assumptions are used to craft estimated values for purposes of the pro forma financial statement; they are not a representation as to what actually transpired. In other words, it is an estimation of what the balance sheet would have looked like had Javaco (and Pak-It) been part of JBI as of June 30, 2009, with appropriate adjustments made to allocate the purchase price of those entities to specified categories of assets acquired by JBI.

Here is some additional information from the explanatory notes to the same amended 8-K that has apparently caused you concern:

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.

http://www.sec.gov/Archives/edgar/data/1381105/000121390011001809/f8k082409a4_jbi.htm

Of course, if JBI managed to get a $150,000 discount off the previously reported purchase price, I wouldn't mind that one bit. I just don't see support for the "missing" $150,000.