Finra was looking at everything JBII did because of their attempts to uplist. No other reason. Speculation otherwise is just that.
No, the SEC were interested in JBII's shuffling of auditors and how they planned on addressing the Q2 2009 10Q knowing their auditor was just barred.
September 1, 2009
Via U.S. Mail and Facsimile to
John Bordynuik
Chief Executive Officer
310 Holdings, Inc.
4536 Portage Road
Niagra Falls, Ontario, Canada L2E 6A8
Dear Mr. Bordynuik:
Your most recent Form 10-K, filed March 31, 2009, includes financial statements audited by Moore and Associates Chartered (“Moore”). On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation. You can find a copy of the order at http: pcaobus.org
As Moore is no longer registered with the PCAOB, you may not include Moore’s audit reports or consents in your filings with the Commission made on or after August 27, 2009. If Moore audited a year that you are required to include in your filings with the Commission, then you should engage a firm that is registered with the PCAOB to re-audit that year.
Please amend your Item 4.01 Form 8-K, filed August 17, 2009, to disclose that the PCAOB revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.
If you are unable to obtain an amended Exhibit 16 letter for an amended Form 8-K, please disclose this fact in the Form 8-K/A.
Once you explain Moore’s registration revocation in an Item 4.01 Form 8-K, you do not need to repeat this disclosure in your next Form 10-K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
•
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
•
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Any amendment to Form 8-K should be filed within four business days of receipt of this letter. Please advise us as to how you intend to address any re-audit requirements no later than September 11, 2009. If you have any questions, you may contact David Edgar, Staff Accountant at (202) 551-3459 or the undersigned at (202) 551-3226 if you have any questions regarding comments on the financial statements and related matters.
Sincerely,
Craig Wilson
Senior Assistant Chief Accountant
sec.gov
September 23, 2009
John Bordynuik
Chief Executive Officer
310 Holdings, Inc.
4536 Portage Road
Niagra Falls, Ontario, Canada L2E 6A8
RE: 310 Holdings, Inc.
Form 8-K Filed August 12, 2009
File No. 0-52444
Dear Mr. Bordynuik:
We note that you filed an Item 4.01 Form 8-K/A on September 3, 2009 in response to the issues raised in our letter dated September 1, 2009. Additionally, please file a response letter via EDGAR as previously requested to advise us as to how you intend to address any re-audit requirements.
If you have any questions, you may contact me at (202) 551-3459.
Sincerely,
David Edgar
Staff Accountant
sec.gov
Division of Corporation Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Mail Stop 4561
Washington, D.C. 20549
Re:
JBI, Inc. f/k/a 310 Holdings, Inc.
Form 8-K Filed August 12, 2009
File No. 0-52444
Dear Mr. Edgar:
We represent JBI, Inc. (“JBI” or the “Company”). By letter dated September 1, 2009 the staff (the “Staff”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Form 8-K filed on August 12, 2009. We are in receipt of your letter and set forth below is the Company’s response to the Staff’s comments.
The Company does not intend to use any consents or audits issued by Moore and Associates Chartered (“Moore”) in filings with the Commission, but instead will have Gately & Associates, LLC, Altamonte, Florida (“Gately”), the Company’s new independent registered public accounting firm perform the required audits and consents in future filings required by the Commission. The audits performed by Gately will include financial statements audited or reviewed by Moore and filed with the Commission previously and shall be applicable to future filings.
The Company acknowledges that:
· The company is responsible for the adequacy and accuracy of the disclosures in this filing;
· Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
The company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
ANSLOW & JACLIN, LLP
By: /s/ Gary S. Eaton
GARY S. EATON
sec.gov |
