It was determined that JBI overpaid $549,458 for Pak-It.
ergo sum Monday, January 30, 2012 9:31:12 AM Re: ergo sum post# 161740 Post # of 161763
And then Poof..........
The Pak-It members in the private offering converted 3,420,000 shares at $0.80 for a value of $2,736,000. Of that amount $2,156,775 represented the remaining payment for the Pak-It purchase. Our independent auditor, Withum Smith & Brown, audited the financial statements of Pak-It. Closing calculations of cash and stock paid to Pak-It members, and towards Pak-It debt were provided by Geoff Weber (Assistant Secretary to JBI at the time). It was determined that JBI overpaid $549,458 for Pak-It. The total converted by Pak-It members exceeded the remaining purchase price due by $549,458 and that was charged to operations. Management will seek repayment of excess payments after a thorough review by the Company’s counsel. ibid
FORM 10-K/A (Amendment No. 1)Filing Date 2010-07-09
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. The total acquisition cost of Pak-It exceeded the identifiable net assets purchased by $549,458, which have been charged to operations as additional services provided.
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 thereunder. Such securities were not registered under the Securities Act of 1933.
18. We note that you have determined that there were errors in the original accounting for the acquisitions of Javaco and Pak-It, the valuation of media credits, and equity issuances, causing your company to restate previously reported financial results as of and for the year ended December 31, 2009. Please revise you filing to include all disclosures required under paragraphs 7 – 10 of FASB ASC 250-10-50, including a detailed description of the nature of the error, the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented and the cumulative effect of the change on retained earnings.
The filing has been revised.
19. We see disclosures on page 36 that the total acquisition cost of Pak-It exceeded the identifiable net assets purchased by $549,458, which have been charged to operations as additional services provided. Please tell us the specific U.S. GAAP that you considered when applying the referenced accounting.
JBI purchased Pak-It on September 30, 2009 for $4,615,000 consisting of stock and debt. When the private offering was conducted in December JBI owed some accrued interest on the debt.
The Pak-It members in the private offering converted 3,420,000 shares at $0.80 for a value of $2,736,000. Of that amount $2,156,775 represented the remaining payment for the Pak-It purchase. Our independent auditor, Withum Smith & Brown, audited the financial statements of Pak-It. Closing calculations of cash and stock paid to Pak-It members, and towards Pak-It debt were provided by Geoff Weber (Assistant Secretary to JBI at the time). It was determined that JBI overpaid $549,458 for Pak-It. The total converted by Pak-It members exceeded the remaining purchase price due by $549,458 and that was charged to operations. Management will seek repayment of excess payments after a thorough review by the Company’s counsel.
Form UPLOAD - SEC-generated letter Filing Date 2010-09-28
21. We note from page 27 and information in this Note that you purchased 100% of the membership interests of Pak-It, LLC in exchange for 625,000 shares of the company’s common stock, valued at $750,000 and the issuance of $3,865,000 in debt. We also note that you allocated $1,950,000 to the net assets acquired from Pak-It, LLC. Please tell us the amount and nature of the total fair value of all consideration issued in the transaction. Specifically indicate whether you issued new debt, assumed it or both. Also, reconcile the fair value of the total consideration issued to the fair value of the net assets acquired.
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