This Amendment No.4 on Form 8-K (the “Form 8-K”) originally filed with the Securities and Exchange Commission on October 1, 2009...
FORM 8-K/A: Filing Date 2011-04-04 - Period of Report: 2009-08-24
Explanatory Note:
This Amendment No.4 on Form 8-K (the “Form 8-K”) originally filed with the Securities and Exchange Commission on October 1, 2009 amends the Form 8-K in order to include as exhibits the Pro Forma Combined Consolidated Statements as presented for our acquisitions of our Javaco and Pak-it subsidiaries. On August 24th, 2009, 310 Holdings (“JBI” or, the “Company”) purchased Javaco, Inc. (“Javaco”), and on September 30th 2009, JBI purchased Pak-It, LLC ("Pak-It).
The unaudited pro forma combined consolidated Statement of Operations of JBI have been prepared by management after giving effect to the acquisition of Javaco and Pak-It. The unaudited pro forma combined consolidated Statement of Operations for the fiscal year ended December 31, 2008, and the six months ended June 30, 2009 give pro forma effect to the transaction as if it occurred the first day of the reporting period. The unaudited pro forma combined consolidated Balance Sheet gives pro forma effect as if the transaction had occurred on June 30, 2009.
The historical combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition of Javaco and Pak-It, (2) factually supportable, and (3) with respect to the Statement of Operations, expected to have a continuing impact on the combined results. Pro forma adjustments are based on preliminary estimates and assumptions.
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.
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