Plastic2Oil Inc (PTOI)

[dreaminbig]

And future filings show other expenses & services paid in shares. Do you think that was Bordynuik again? My head is positively spinning! This reminds me of that old shell game where you had to figure out where the marble went. A forensic accountant should be able to sort it out.

http://www.sec.gov/Archives/edgar/data/1381105/000121390012001206/f10k2011_jbi.htm


NOTE 12 – SHAREHOLDERS’ EQUITY

(a) Common Stock and Additional Paid in Capital

From December 2009 through January 14, 2010, the Company consummated a private placement with certain accredited investors for the issuance and sale of 8,439,893 shares of the common stock. The offering was at $0.80 per share and the Company received proceeds of $5,583,456, net of share issue cost of $161,529, for the issuance of 7,179,983 shares. The Company also had subscriptions for an additional 1,022,410 shares for proceeds of $817,928. The private placement was conducted on a best efforts basis with a minimum investment of $10,000 by the Company’s officers and directors.


F-22


In connection with the acquisition of Pak-It, the Company also converted a total of $2,156,775 of debt owed to the Pak-It members and lien holders at a per share price of $0.80. The Company issued 3,420,000 shares of common stock in conjunction with this debt conversion. In addition, the Company issued 128,750 shares as commission related to the acquisition of Pak-It, which was expensed.
The private offering and issuance of shares to the Pak-It members and lien holders was an unregistered sale of securities conducted pursuant to Rule 506 of Regulation D or Regulation S promulgated there under. Such securities were not registered under the Securities Act of 1933.

In 2010, the Company received proceeds of $976,038, net of share issue costs of $31,890, which consists of subscription receivable of $817,928 and $158,110 for the additional issuance of 237,500 shares pursuant to the aforementioned December 2009 private placement.

In March 2010, our President and CEO returned to the treasury of the Company and retired a total of 21,200,000 shares of common stock.

In May 2010, the Company consummated a private placement with certain accredited investors for the issuance and sale of up to 1,000,000 shares of common stock at a per share price of $4.00. The net proceeds received by the Company were in the amount of $1,915,126, net of share issue cost of $ 39,900, for the sale of 488,779 shares.

In 2010, the Company issued 1,239,397 shares of stock as compensation to various parties at an expense of $3,791,971. The shares issued have been valued at the closing share price on the respective approval dates and were reported as operating expenses in the statement of operations.

On March 25, 2011, the Company closed an asset purchase agreement to purchase land and building from an independent party. Under the terms of the aforementioned agreement, the Company was to issue 44,964 shares of common stock, par value $0.001 per share, valued at $26,979 as part of the consideration. During the period, the Company issued the 44,964 shares of common stock to the vendor.

In December 2010, the Company consummated a private placement with certain accredited investors for the issuance and sale of 2,430,000 shares of common stock at a price of $0.50 per share. The Company received proceeds in the amount of $1,189,000, net of share issue costs of $26,000. The 2,430,000 common shares were issued on January 19, 2011. These shares were included in common stock subscribed at December 31, 2010.

On January 19, 2011, the Company issued 223,334 shares of common stock as compensation to various parties for services provided during 2010. The shares were valued at $145,167 and had been properly accrued in 2010.


F-23


On January 28, 2011, the Company issued 100,000 shares of common stock to a former employee as severance expense of $82,000. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On March 1, 2011, the Company issued 375,000 shares of common stock to two individuals at an expense of $300,000 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On March 12, 2011, the Company issued 240,924 shares of common stock to various parties at an expense of $192,739 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On April 15, 2011, the Company issued 184,099 shares of common stock to various parties at an expense of $390,290 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On May 17, 2011, the Company issued 214,286 shares of common stock valued at $150,000 to an individual for reimbursement for expenses incurred on the Company’s behalf ($50,000) and repayment of temporary cash advances provided to the Company ($100,000). The $50,000 of shares issued have been reported as operating expenses in the consolidated statement of operations and $100,000 of shares have been applied against the temporary cash advance provided to the Company. The $100,000 advance was settled in stock issued as part of the May 2011 private placement at $0.70 per share.

On May 17, 2011, the Company issued 125,000 shares of common stock valued at $408,750 to an individual for investor relations and other related services to be rendered to the Company. The shares issued have been valued at the closing share price on the respective approval date and was reported as operating expenses in the consolidated statement of operations.

In June 2011, the Company consummated a private placement for the issuance and sale of 2,010,484 shares of common stock at a price of $0.70 per share. The Company received gross proceeds in the amount of $1,407,338, net of share issue costs of $Nil. The Company also had subscriptions for an additional 407,143 shares for proceeds of $285,000. The 407,143 common shares were issued September 22, 2011.

On June 12, 2011, the Company issued 210,000 shares of common stock to various parties at an expense of $178,500 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On June 15, 2011, the Company issued 205,307 shares of common stock to various parties at an expense of $164,246 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.


F-24


On June 22, 2011, the Company issued 49,658 shares of common stock to various parties at an expense of $206,081 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On June 23, 2011, the board of directors authorized the issue of 266,971 shares of common stock to certain employees at an expense of $1,049,196 as compensation for services provided. The shares were valued at the closing share price on the respective dates of approval and were reported as operating expenses in the consolidated statement of operations. The 266,971 common shares were issued July 5, 2011.

In June 2011, the Company consummated a confidential private placement with certain accredited investors for the issuance and sale of 8,157,057 shares of common stock. The offering was at $0.70 per share and the Company had subscriptions for these shares which amounted to $5,709,940. The Company received $5,688,940 of these proceeds. The balance of $21,000 was not received and resulted in 30,000 shares not being issued. The 8,127,057 common shares were issued July 8, 2011.

On July 19, 2011, the Company issued 313,460 shares of common stock to various parties at an expense of $912,169 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On July 28, 2011, the Company issued 1,228,857 shares of common stock to various parties as a finders’ fee related to the private placements consummated in June 2011.

On August 17, 2011, the Company issued 60,000 shares of common stock to an individual at an expense of $138,000 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

In August 2011, the Company consummated a confidential private placement with certain accredited investors for the issuance and sale of 1,428,571 shares of common stock at a price of $0.70 per share. These shares were issued November 14, 2011. The Company received gross proceeds in the amount of $1,000,000 and was obligated to issue 142,857 common shares as a finder’s fee related to this placement. The 142,857 common shares were issued August 23, 2011.

On August 25, 2011, the Company issued 75,000 shares of common stock to various parties at an expense of $141,750 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the statement of operations.

On September 13, 2011, the Company issued 40,000 shares of common stock to various parties at an expense of $74,400 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On September 22, 2011, the Company issued 82,500 shares of common stock to various parties at an expense of $152,625 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.


F-25


In August 2011 the board of directors authorized the issue of shares of common stock to certain directors as payment of directors’ fees. The shares are to be issued in two lots with each lot having an aggregate value of $35,000. The number of shares to be issued in the first lot was determined based upon the closing market price on the approval date of August 1, 2011 and resulted in the issuance of 19,444 common shares on September 30, 2011. The number of shares to be issued in the second lot will be determined based upon the closing market price on December 31, 2011. The expense of $35,000 related to the first payment was reported as operating expenses in the consolidated statement of operations. The second lot of shares were approved and subscribed as of December 31, 2011.

On September 30, 2011, the Board of Directors approved the issuance of 24,009 shares of common stock to an individual at an expense of $31,932 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On October 5, 2011, the Company issued 219,049 shares of common stock to various parties at an expense of $131,429 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On October 13, 2011, the Company issued 25,290 shares of common stock to various parties at an expense of $42,836 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On November 2, 2011, the Company issued 157,983 shares of common stock to various parties at an expense of $227,496 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On November 9, 2011, the Company issued 500,000 shares of common stock to various parties as a finders’ fee related to the confidential private placements consummated in 2011.

On November 18, 2011, the Company issued 25,000 shares of common stock to various parties at an expense of $24,750 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On November 21, 2011, the Company issued 75,000 shares of common stock to various parties at an expense of $99,000 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.


F-26


On December 8, 2011, the Company issued 550,000 shares of common stock to various parties at an expense of $847,000 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

On December 14, 2011, the Company made an agreement with a lender to convert the outstanding loan balance in the amount of $106,000 into subscriptions for common stock of the Company at a price of $1 per share as offered in the December private placement (see Note 19). The Company issued 106,000 shares in settlement of the loan and accrued interest, and 85,000 shares for a finder’s fee related to the December 2011 private placement.

On December 14, 2011, the Company issued 1,206 shares of common stock to various parties at an expense of $1,688 as compensation for services provided. The shares issued have been valued at the closing share price on the respective approval date and were reported as operating expenses in the consolidated statement of operations.

In December 2011, the President and CEO returned and retired 3,000,000 shares of common stock.

Between December 30, 2011 and January 6, 2012, JBI, Inc. (the “Company”) entered into separate Subscription Agreements (the “Purchase Agreements”) with 13 investors (the “Purchasers”) in connection with a private placement of units consisting of one share of common stock and a warrant (the “Warrants”) to purchase 0.5 shares of common stock. The Company received proceeds from certain of the Purchasers in advance of the closing date in the amount of $3,026,000; these proceeds have been classified as Stock Subscriptions Payable in the Current Liabilities Section of the Balance Sheet.

(b) Warrants

On November 1, 2010, the Company issued warrants totaling 113,750 in conjunction with capital raising services provided to the Company in 2009 having an exercise price of $0.80 and expiring on November 1, 2013. These warrants were not exercised as at December 31, 2010 and were cancelled subsequent to year end.

(c) Preferred Stock

The Company’s President and CEO holds all outstanding 1,000,000 shares of Preferred Stock. These shares have no participation rights, however, they carry super voting rights in which each share of Preferred Stock has 100:1 times the voting rights of common stock.

NOTE 13 – RELATED PARTY TRANSACTIONS AND BALANCES


F-27


During 2010, the Company’s President and CEO returned 21,200,000 shares of Common stock to the treasury.

In June 2010, the Company acquired a fuel-blending site from a minority shareholder for $129,883 (CDN $130,000). Further, in October 2010, the Company issued an additional 20,000 shares of common stock to this individual as compensation for services provided in conjunction with setting up the property for operations.

On October 15, 2010 the Company entered into an unsecured short-term loan agreement with an existing shareholder in the amount of $200,000 (Note 8). Subsequent to year end, this loan was repaid in full through the issuance of common stock.

In November, 2010, the Company entered into an unsecured short-term loan agreement with a board member in the amount of $30,000 (Note 8). This note was extended for an additional one year period and bears the same terms as the original note.

On December 1, 2010 the Company entered into a secured short-term loan agreement with an existing shareholder in the amount of $100,000 (Note 8). During 2011, this loan was repaid in full through the issuance of common stock.

On December 14, 2010 the Company entered into a short-term loan agreement with an existing shareholder in the amount of $35,000 (Note 8). During 2011, this loan was repaid in full through the issuance of common stock.

During 2010, Javaco had sales of $1,010,919 to a company related to the former president of Javaco who was terminated during 2010. The Company had no sales to the related company in 2011.

During 2011, the Company’s President and CEO returned 3,000,000 shares of common stock to the treasury