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EX-16.1 - MSCM LETTER OF CONCURRENCE - Plastic2Oil, Inc.f8k060113ex16i_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):   June 1, 2013
 
   
JBI, Inc.
   
   
(Exact name of registrant as specified in its charter)
   
 
         
Nevada
 
000-52444
 
90-0822950
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
  
       
20 Iroquois St
Niagara Falls, NY
     
14303
(Address of principal executive offices)
     
(Zip Code)
         
Registrant’s telephone number, including area code:  (716) 278-0015
         
 
N/A
 
Former name or former address, if changed since last report
         
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
Section 4 — Corporate Governance and Management

Item 4.01.  Changes in Registrant’s Certifying Accountant
 
On May 13, 2013, JBI, Inc. (the “Company”) received notice that, effective as of June 1, 2013, MSCM LLP (“MSCM”), the Company’s independent registered public accountants, merged with MNP LLP (“MNP”).  Most of the professional staff of MSCM continued with MNP either as employees or partners of MNP and will continue their practice with MNP.

On June 3, 2013, the Company’s Board of Directors (the “Board”) approved the appointment of MNP as MSCM’s successor to continue as the Company’s independent registered public accountant for the fiscal year ending December 31, 2013.

MSCM’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2011 and 2012 contained a qualification that due to the Company’s losses from operations and accumulated deficits, there was substantial uncertainty about the Company’s ability to continue as a going concern.  Other than such qualifications, the reports of MSCM on the financial statements of the Company for the fiscal years ended December 31, 2011 and 2012 did not contain any other adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2011 and 2012 and through June 3, 2013, the date on which the Board approved the engagement of MNP, there were no disagreements between the Company and MSCM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MSCM, would have caused MSCM to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements.  During the Company’s past fiscal years ended December 31, 2011 and 2012 and the interim period through the approval of the engagement of MNP, MSCM did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.

During the period preceding the engagement of MNP, the Company had no consultations with MNP (other than communications with former MSCM personnel) regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

The Company provided MSCM with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that MSCM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree.  A copy of the letter from MSCM filed as Exhibit 16 hereto and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.
 
Exhibit No.
 
Description
16.1
 
MSCM Letter of Concurrence
 
 
2

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
JBI, Inc.
 
     
June 3, 2013  
By:
/s/ Matthew J. Ingham
 
 
Name:  
Matthew J. Ingham
 
 
Title: 
Chief Financial Officer
 
 
 
3

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
16.1
 
MSCM Letter of Concurrence
 
 
4