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Wednesday, April 06, 2011 9:45:43 AM
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
Yes. The reported consideration paid for Javaco was $150,000 plus 2,500,000 shares of restricted common stock. The common stock was valued as of the date of acquisition (August 24, 2009), at which time the stock was $1.00 per share. The 10-K you cited thus reported the value of the "common shares issued in conjunction with Javaco acquisition" as $2,500,000 (2,500,000 shares X $1.00 per share). The other filings are consistent with this reporting.
So how is the language from the latest amended 8-K different than the other filings? As I explained before, unlike the other filings, the language you are quoting was taken from the assumptions and adjustments made for PRO FORMA purposes only. The assumptions and adjustments are not, to my recollection, set forth in any of the prior filings. See my prior post for a more detailed explanation.
Do you contend otherwise? If so, please explain. The copying and pasting of select portions of various filings is confusing when taken out of context.
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