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EX-16.1 - LETTER FROM WITHUM SMITH + BROWN, PC DATED JANUARY 26, 2011 - Plastic2Oil, Inc.f8k012411ex16i_jbi.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2011

JBI, INC.
(Exact Name of Registrant As Specified In Charter)

Nevada
 
000-52444
 
20-4924000
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employee Identification No.)
 
1783 Allanport Road, Thorold
Ontario, Canada L0S 1K0
(Address of Principal Executive Offices)
 
(905) 384-4383
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Copies to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Rt. 9 South, 2nd Floor
Manalapan, NJ, 07726
Tel No.: (732) 409-1212
Fax No.: (732) 577-1188
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm.
 
 
On January 24, 2011, we dismissed Withum Smith + Brown, PC (“Withum”) as our independent registered public accounting firm. The Board of Directors of the Company approved such dismissal on January 24, 2011.

 
ii 
The Company’s Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

 
iii 
Withum’s reports on the financial statements of the Company for the year ended December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

 
iv 
In connection with the audit and review of the financial statements of the Company through January 24, 2011, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with Withum’s opinion to the subject matter of the disagreement.

 
In connection with the audited financial statements of the Company for the year ended December 31, 2009 and 2008 and the interim unaudited financial statement through January 24, 2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.
 
 
vi 
The Company provided Withum with a copy of this Current Report on Form 8-K and requested that Withum furnish it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from Withum, and a copy of such letter is filed as Exhibit 16.1 to this Current Report Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

 
On January 24, 2011, the Board of Directors appointed Ernst & Young, LLP (“Ernst”) as the Company’s new independent registered public accounting firm. The decision to engage Ernst was approved by the Company’s Board of Directors on January 24, 2011.

 
ii 
Prior to January 24, 2011, the Company did not consult with Ernst regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
 
Exhibit No.
 
Description
16.1
 
Letter from Withum Smith + Brown, PC dated January 26, 2011

 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized
 
 
 
JBI, INC.
 
       
Date:  January 27, 2011
By:
/s/ John Bordynuik
 
   
John Bordynuik
 
   
President & Chief Executive Officer