UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

~~June~~September 30, 2019

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number: 000-52444

PLASTIC2OIL, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-0822950
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

20 Iroquois Street

Niagara Falls, NY 14303

(Address of Principal Executive Offices) (Zip Code)

(716)-278-0015

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [X]		Smaller reporting company [X]
Emerging growth company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of ~~September~~December 1116, 2019, there were 124,756,158 shares of the Registrant’s common stock, $0.001 par value, outstanding.

PLASTIC2OIL, INC.

Table of Contents

PART I	Financial Information	4
ITEM 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets –June 30, 2019 and December 31, 2018 (Unaudited)	4
	Condensed Consolidated Balance Sheets – September 30, 2019 and December 31, 2018 (Unaudited)	4
	Condensed Consolidated Statements of Operations – Three and six months Ended June 30, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Operations – Three and nine months Ended September 30, 2019 and 2018 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss – Three and six months Ended June 30, 2019 and 2018 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Loss – Three and nine months Ended September 30, 2019 and 2018 (Unaudited)	6
	Condensed Consolidated Statements of Stockholder’s Deficit – Six months ended June 30, 2019 and 2018	7
	Condensed Consolidated Statements of Stockholder’s Deficit – Nine months ended September 30, 2019 and 2018	7
	Condensed Consolidated Statements of Cash Flows – Six months Ended June 30, 2019 and 2018 (Unaudited)	9
	Condensed Consolidated Statements of Cash Flows – Nine months Ended September 30, 2019 and 2018 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2219
ITEM 3.	Quantitative and Qualitative Disclosures about Market Rick	2927
ITEM 4.	Controls and Procedures	3027
PART II	Other Information	3127
ITEM 1.	Legal Proceedings	3128
ITEM 1A.	Risk Factors	3128
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3128
ITEM 3.	Defaults Upon Senior Securities	3128
ITEM 4.	Mine Safety Disclosures	3128
ITEM 5.	Other Information	3128
ITEM 6.	Exhibits	3128
SIGNATURES		3229

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (“Report”) contains “forward looking statements” within the meaning of applicable securities laws. Such statements include, but are not limited to, statements with respect to management’s beliefs, plans, strategies, objectives, goals and expectations, including expectations about the future financial or operating performance of our Company and its projects, capital expenditures, capital needs, government regulation of the industry, environmental risks, limitations of insurance coverage, and the timing and possible outcome of regulatory matters, including the granting of patents and permits. Words such as “expect”, “anticipate”, “intend”, “attempt”, “may”, “will”, “plan”, “believe”, “seek”, “estimate”, and variations of such words and similar expressions are intended to identify such forward looking statements. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict.

These statements are based on and were developed using a number of factors and assumptions including, but not limited to: stability in the U.S. and other foreign economies; stability in the availability and pricing of raw materials, energy and supplies; stability in the competitive environment; the continued ability of our Company to access cost effective capital when needed; and no unexpected or unforeseen events occurring that would materially alter the Company’s current plans. All of these assumptions have been derived from information currently available to the Company including information obtained by our Company from third party sources. Although management believes that these assumptions are reasonable, these assumptions may prove to be incorrect in whole or in part. As a result of these and other factors, actual results may differ materially from those expressed, implied or forecasted in such forward looking information, which reflect our Company’s expectations only as of the date hereof.

Factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by the forward-looking statements include risks associated with general business, economic, competitive, political and social uncertainties; risks associated with changes in project parameters as plans continue to be refined; risks associated with failure of plant, equipment or processes to operate as anticipated; risks associated with accidents or labor disputes; risks associated in delays in obtaining governmental approvals or financing, or in the completion of development or construction activities; risks associated with financial leverage and the availability of capital; risks associated with the price of commodities and the inability of our Company to control commodity prices; risks associated with the regulatory environment within which our Company operates; risks associated with litigation including the availability of insurance; and risks posed by competition.

Some of the forward-looking statements may be considered to be financial outlooks for purposes of applicable securities legislation including, but not limited to, statements concerning capital expenditures. These financial outlooks are presented to allow the Company to benchmark the results of our Company’s Plastic2Oil business. These financial outlooks may not be appropriate for other purposes and readers should not assume they would be achieved.

Our Company does not intend to, and the Company disclaims any obligation to, update any forward-looking statements (including any financial outlooks), whether written or oral, or whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise noted, references in this Report to “P2O”, the “Company,” “we,” “our” or “us” means Plastic2Oil, Inc., a Nevada corporation.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of June 30, 2019			As of December 31, 2018
	As of September 30, 2019			As of December 31, 2018
ASSETS
CURRENT ASSETS:
Cash	$	131,~~637~~033		$	47,808
Prepaid expenses and other current assets		2315,~~809~~583			11,575
TOTAL CURRENT ASSETS		3716,~~446~~616			59,383
Property, plant and equipment, net		~~523~~516,~~460~~595			537,190
Property held for sale (Note 5)		180,237			180,237
Deposits		18,800			18,800
TOTAL ASSETS	$	~~759~~732,~~943~~248		$	795,610
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	1,~~873~~880,~~642~~908		$	1,846,669
Accrued expenses		1,~~704~~711,~~092~~928			1,688,224
Accrued officer salary		1,~~320~~380,000			1,200,000
Secured promissory notes and accrued interest – related parties, current portion		10,721,178			9,924,418
Secured promissory notes and interest – related parties, current portion		11,022,843			9,924,418
Capital leases		22,~~647~~868			22,210
TOTAL CURRENT LIABILITIES		1516,~~641~~018,~~559~~547			14,681,521
LONG-TERM LIABILITIES:
Asset retirement obligations		6869,~~915~~424			67,897
Secured promissory notes and accrued interest – related parties		672,229			632,533
Secured promissory notes and accrued interest– related parties		692,227			632,533
Secured promissory notes and accrued interest		~~138~~142,~~052~~093			130,274
TOTAL LONG-TERM LIABILITIES		~~879~~903,~~196~~744			830,704
TOTAL LIABILITIES		16,~~520~~922,~~755~~291			15,512,225
STOCKHOLDERS’ DEFICIT:
Common stock, par $0.001; 250,000,000 authorized, 124,756,158 shares issued and outstanding		124,756			124,756
Additional paid in capital		67,199,658			67,199,658
Accumulated other comprehensive income		5987,~~373~~259			154,599
Accumulated deficit		(83,~~144~~601,~~599~~716	)		(82,195,628	)
TOTAL STOCKHOLDERS’ DEFICIT		(1516,~~760~~190,~~812~~043	)		(14,716,615	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~759~~732,~~943~~248		$	795,610

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
OPERATING EXPENSES
Professional Fees	$	3818,~~543~~309		$	1827,~~268~~834		$	6987,~~014~~324		$	5583,~~284~~118
Compensation		~~105~~104,~~829~~370			~~117~~104,~~451~~446			~~213~~318,~~851~~221			~~269~~359,~~452~~231
Other		39,315			50,372			82,418			115,281
General and administrative expenses		35,016			51,304			117,433			181,252
Depreciation of property, plant and equipment and accretion of liability		7,374			92,833			14,747			187,568
Depreciation of property, plant and equipment and accretion of long-term liability		7,373			87,663			22,120			275,231
TOTAL OPERATING EXPENSES		~~191~~165,~~061~~068			~~278~~271,~~924~~247			~~380~~545,~~030~~098			~~627~~898,~~585~~832
LOSS FROM OPERATIONS		(~~191~~165,~~061~~068	)		(~~278~~271,~~924~~247	)		(~~380~~545,~~030~~098	)		(~~627~~898,~~585~~832	)
OTHER (INCOME) EXPENSES
Interest expense, net		~~286~~292,~~075~~049			~~249~~254,~~915~~390			~~569~~861,~~453~~503			~~482~~736,~~188~~578
Other income, net		(513	)		-			(513	)		(10,498	)
Other income , net		-			-			(513	)		(10,514	)
TOTAL OTHER EXPENSES, NET		285,562			249,915			568,940			471,690
TOTAL OTHER (INCOME) EXPENSES, NET		292,049			254,390			860,989			726,064
LOSS BEFORE INCOME TAXES		(476,623	)		(528,839	)		(948,970	)		(1,099,259	)
(LOSS) BEFORE INCOME TAXES		(457,117	)		(525,637	)		(1,406,087	)		(1,624,896	)
Provision for Income taxes		-			-			-			-
NET LOSS	$	(~~476~~457,~~623~~117	)	$	(~~528~~525,~~839~~637	)	$	(~~948~~1,~~970~~406,087	)	$	(1,~~099~~624,~~259~~896	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		124,756,158			124,756,158			124,756,158			124,756,158

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
NET LOSS	$	(~~476~~457,~~623~~117	)	$	(~~528~~525,~~839~~638	)	$	(~~948~~1,~~970~~406,087	)	$	(1,~~099~~624,~~259~~896	)
OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX
Foreign currency items		~~(48~~27,~~330~~886	)		(5145,~~541~~612	)		~~(95~~87,~~226~~259	)		~~109~~35,~~606~~500
COMPREHENSIVE (LOSS)	$	(524,953	)	$	(580,380	)	$	(1,044,196	)	$	(989,653	)
COMPREHENSIVE LOSS	$	(429,231	)	$	(571,250	)	$	(1,318,828	)	$	(1,589,396	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2018

(Unaudited)

	Common Stock $0.001 Par Value				Additional Paid		Accumulated			Other Comprehensive			Total ~~Stockholder~~Stockholders’
	Shares		Amount		in Capital		Deficit			Income (Loss)			Deficit
BALANCES - DECEMBER 31, 2017		124,756,158	$	124,756	$	67,176,992	$	(79,418,137	)	$	(28,445	)	$	(12,144,834	)
To book Stock Compensation expense related to granting of stock options at $0.05		-		-		10,668		-			-			10,668
Foreign currency adjustment		-		-		-		-			58,066			58,066
Net loss		-		-		-		(580,917	)		-			(580,917	)
Balances March 31, 2018		124,756,158	$	124,756	$	67,187,660	$	(79,999,054	)	$	29,621		$	(12,657,017	)
To book Stock Compensation expense related to granting of stock options at $0.05		-		-		3,999		-			-			3,999
Foreign currency adjustment		-		-		-		-			51,541			51,541
Net Loss		-		-		-		(518,342	)		-			(518,342	)
Net loss		-		-		-		(518,342	)		-			(518,342	)
BALANCES June 30, 2018		124,756,158	$	124,756	$	67,191,659	$	(80,517,396	)	$	81,162		$	(13,119,819	)
Balances June 30, 2018		124,756,158	$	124,756	$	67,191,659	$	(80,517,396	)	$	81,162		$	(13,119,819	)
To book Stock Compensation expense related to granting of stock options at $0.05		-		-		3,999		-			-			3,999
Foreign currency adjustment		-		-		-		-			(45,612	)		(45,612	)
Net Loss		-		-		-		(525,637	)		-			(525,637	)
BALANCES September 30, 2018		124,756,158	$	124,756	$	67,195,658	$	(81,043,033	)	$	35,550		$	(13,687,069	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2019

(Unaudited)

	Common Stock $0.001 Par Value				Additional Paid		Accumulated			Other Comprehensive			Total ~~Stockholder~~Stockholders’
	Shares		Amount		in Capital		Deficit			Income (Loss)			Deficit
BALANCES - DECEMBER 31, 2018		124,756,158	$	124,756	$	67,199,658	$	(82,195,628	)	$	154,599		$	(14,716,615	)
Foreign currency adjustment		-		-		-		-			(46,897	)		(46,897	)
Net Loss		-		-		-		(472,347	)		-			(472,347	)
Balances March 31, 2019		124,756,158	$	124,756		67,199,658		(82,667,975	)		107,702			(15,235,859	)
Foreign currency adjustment		-		-		-		-			(48,329	)		(48,329	)
Net loss		-		-		-		(476,624	)		-			(476,624	)
BALANCES June 30, 2019		124,756,158	$	124,756	$	67,199,658	$	(83,144,599	)	$	59,373		$	(15,760,812	)
Foreign currency adjustment		-		-		-		-			27,886			27,886
Net loss		-		-		-		(457,117	)		-			(457,117	)
BALANCES September 30, 2019		124,756,158	$	124,756	$	67,199,658	$	(83,601,716	)	$	87,259		$	(16,190,043	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~June~~September 30,

(Unaudited)

	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS		(~~948~~1,~~970~~406,087	)		(1,~~099~~624,~~258~~896	)
Reconciliation of net loss to net cash used in operations:
Reconciliation of loss to net cash used in operations:
Depreciation of property, plant, equipment and accretion		14,748			88,303
Depreciation of property plant and equipment		22,120			131,501
Accrued interest expense		554,796			468,726
Accretion of long-term liability		-			143,732
Amortization of debt discount		8,208
Accrued interest expense		829,427			715,933
Stock or options issued for Services		-			14,666
Amortization of debt discount		10,766			-
Stock or options issued for services		-			18,666
Working capital changes:
Prepaid expenses and other current assets		(124,~~234~~007	)		(3817,~~437~~910	)
Accounts payable		1728,~~980~~271			(2115,~~664~~313	)
Accrued expenses		128,931			149,799
Accrued expenses and accrued office salary		203,704			216,889
NET CASH USED IN OPERATING ACTIVITIES		(~~236~~315,~~541~~806	)		(~~437~~431,~~865~~398	)
CASH FLOW FROM INVESTMENT ACTIVITIES:
Release of (increase in) restricted cash		-			100,524
Release of restricted cash		-			100,524
NET CASH PROVIDED BY/(USED) IN INVESTING ACTIVITIES		-			100,524
NET CASH PROVIDED BY INVESTING ACTIVITIES		-			100,524
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from Note Payable		204,166			77,930
Cash proceeds from secured promissory notes – related parties		272,534			252,930
NET CASH PROVIDED BY FINANCING ACTIVITIES		~~204~~272,~~166~~534			77252,930
Foreign currency exchange effect on cash flows		(1,796	)		109,607
Foreign currency exchange effect on cash		(3,503	)		-
NET DECREASE IN CASH AND CASH EQUIVALENTS		(34,171	)		(149,804	)
NET DECREASE IN CASH		(46,775	)		(77,944	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		47,808			172,286
CASH AT BEGINNING OF PERIOD		47,808			172,286
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	13,637		$	22,482
CASH AT END OF PERIOD	$	1,033		$	94,342
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-48		$	-16

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PLASTIC2OIL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND GOING CONCERN

Plastic2Oil, Inc. (the “Company” or “P2O”) was originally incorporated as 310 Holdings, Inc. (“310”) in the State of Nevada on April 20, 2006. 310 had no significant activity from inception through 2009. On April 24, 2009, the Company’s founder, former CEO and ~~current~~ Chief of Technology, John Bordynuik, purchased 63% of the issued and outstanding shares of 310. ~~During~~ During 2009, the Company changed its name to JBI, Inc. and began operations of its main business operation, transforming waste ~~plastics~~ plastics to oil and other fuel products. During 2014, the Company changed its name to Plastic2Oil, Inc. P2O is a combination of ~~proprietary~~ proprietary technologies and processes developed by P2O, which convert waste plastics into fuel. P2O currently, as of the date of this filing, has two processors at its Niagara Falls, NY facility (the “Niagara Falls Facility”). Both processors are currently idle, and have been, since December 2013. Our P2O business has begun the transition from research and development to a commercial manufacturing and production business. In the short term, we plan to grow mainly by attempting to re-initiate production by processing fuel, selling processors with a royalty arrangement, licensing technology, and or searching out other revenue generating activities related to the use of our proprietary technology. Longer term, we plan to search out other opportunistic options to fully utilize all of the underlying assets of the Company.

Going Concern

Currently, we do not have sufficient cash to operate our business, which has forced us to suspend our operations until we receive a capital infusion or cash advances on the sale of our processors. We are currently attempting to raise capital through the sale of ~~our~~assets ~~securities,~~and or through other means including the use of debt and /or equity ~~securities~~and or equity equivalents inthat ~~order~~will to allow us to ~~restart~~re start the production of fuel and provide working capital for the Company.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates continuation of the Company as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has experienced net losses from continuing operations of $~~948~~1,~~970~~406,087, and $1,~~099~~624,~~259~~896, for the ~~six~~nine months ended ~~June~~ September 30, 2019, and 2018, respectively. At ~~June~~September 30, 2019, the Company had a net working capital deficit of $1516,~~604~~001,~~113~~931, and an accumulated deficit of $83,~~144~~601,~~599~~716. These factors raise substantial doubt about the Company’s ability to continue as a going concern and to operate in the normal course of business. The Company has funded its activities to date almost exclusively from equity financings and loans from related parties. ~~The~~For ~~condensed~~the ~~consolidated~~years ~~financial~~ended ~~statements~~December do31, ~~not~~2018 ~~include~~and ~~any~~2017, ~~adjustments~~the ~~relating~~Company’s ~~to the~~auditors ~~recoverability~~included ~~and~~a ~~classification~~going ofconcern ~~recorded~~opinion ~~asset~~in ~~amounts~~its orreport ~~amounts~~on ofthe ~~liabilities~~Company’s ~~that~~audited ~~might~~financial bestatements ~~necessary~~for ~~should~~such ~~we be unable to continue in existence~~periods.

The Company will continue to require substantial funds to continue the expansion of its P2O business to achieve commercial productions, and to resume sales and marketing efforts. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, issuances of debt and convertible debt instruments.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should we be unable to continue in existence.

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Plastic2Oil of NY#1 Inc., Plastic2Oil (Canada) Inc., JBI CDE Inc., Plastic2Oil Re One Inc., JBI Re #1 Inc.. The following companies are inactive- Plastic2Oil Marine Inc., Javaco, and Pak-it. All intercompany transactions and balances have been eliminated in consolidation. Amounts in the consolidated financial statements are expressed in US dollars.

Interim Disclosure

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, which are considered necessary for a fair presentation of the results for the periods presented. These condensed consolidated financial statements are presented in considerably less detail than complete financial statements that are intended to present financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. For this reason, they should be read in conjunction with the entity’s most recent complete financial statements included in its annual report for the year ended December 31, 2018 on Form 10-K filed with the Securities and Exchange Commission (the SEC) on June 4, 2019 that include all the disclosures required by generally accepted accounting principles.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates include amounts for impairment of long-lived assets, share based compensation, asset retirement obligations, accrued liabilities, ~~accounts receivable exposures~~ and valuation of options and warrants.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The Company held no cash equivalents asat ofSeptember ~~June~~ 30, 2019 ~~and~~or December 31, 2018.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the various classes of assets, and capital-leased assets are given useful lives coinciding with the asset classification they are classified as follows:

Leasehold improvements		lesser of useful life or term of the lease
Machinery and office equipment		3-15 years
Furniture and fixtures		7 years
Office and industrial buildings		15 -30 years

Gains and losses on depreciable assets retired or sold are recognized in the statements of operations in the year of disposal. Repairs and maintenance expenditures are expensed as incurred and expenditures that increase the value or useful life of the asset are capitalized.

Impairment of Long-Lived Assets

The Company reviews for impairment of long-lived assets on an asset by asset basis. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. The sale or disposal of a “component of an entity” is treated as discontinued operations.

During the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company did not record any impairment losses on property, plant and equipment.

Asset Retirement Obligations

The fair value of the estimated asset retirement obligation is recognized in the consolidated balance sheets when identified and a reasonable estimate of fair value can be made. The asset retirement cost, equal to the estimated fair value of the asset retirement obligation, is capitalized as part of the cost of the related long-lived asset. The balance of the asset retirement obligation is determined through an assessment made by the Company’s engineers, of the total costs expected to be incurred by the Company when closing a facility. The total estimated cost is then discounted using the current market rates to determine the present value of the asset as of the date of this valuation. As of the date of the creation of the asset retirement obligation in the amount of $5758,~~530~~363, the Company determined the present value of the obligation using a discount rate equal to 2.96%. The present value of the asset retirement obligation is then capitalized in the condensed consolidated balance sheets and is depreciated over the asset’s estimated useful life and is included in depreciation and accretion expense in the condensed consolidated statements of operations. Increases in the asset retirement obligation resulting from the passage of time are recorded as accretion of asset retirement obligations in the condensed consolidated statements of operations. Actual expenditures incurred are charged against the accumulated obligation. As of ~~June~~September 30, 2019 and December 31, 2018, the carrying value of the asset retirement obligations was $6869,~~916~~424 and $67,897, respectively. These costs include disposal of plastic and other non-hazardous waste, site closing labor, testing, and sampling of the site upon closure.

Environmental Contingencies

The Company records environmental liabilities at their undiscounted amounts on ~~our~~its balance sheets as other current or long-term liabilities when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. These costs may be discounted to reflect the time value of money if the timing of the cash payments is fixed or reliably determinable and extends beyond a current period. Estimates of our liabilities are based on currently available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors, and include estimates of associated legal costs. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by the Environmental Protection Agency (EPA) or other organizations. ~~Our~~The company estimates are subject to revision in future periods based on actual costs or new circumstances. We capitalize costs that benefit future periods and we recognize a current period charge in operation and maintenance expense when clean-up efforts do not benefit future periods.

We evaluate any amounts paid directly or reimbursed by government sponsored programs and potential recoveries or reimbursements of remediation costs from third parties including insurance coverage separately from our liability. Recovery is evaluated based on the creditworthiness or solvency of the third party, among other factors. When recovery is assured, wethe ~~record~~company records and ~~report~~ reports an asset separately from the associated liability on our balance sheets. No amounts for recovery have been accrued to date.

Foreign Currency Translation

The condensed consolidated financial statements have been translated into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830. All monetary items have been translated using the exchange rates in effect at the balance sheet date. All non-monetary items have been translated using the historical exchange rates at the time of transactions. Income statement amounts have been translated using the average exchange rate for the year. There were no material foreign exchange gains or losses that are included ~~as general and administrative expenses~~ in the condensed consolidated statements of operations for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2019 and 2018, respectively.

Income Taxes

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. To date, the Company has not been assessed, nor paid, any interest or penalties.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation,” which requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. Additionally, the Company has elected to recognize forfeitures as they occur as prescribed by ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting.

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 during the three-month period ended September 30, 2019 when it issued options to nonemployees (see Note 10).

Loss Per Share

The financial statements include basic and diluted per share information. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Common stock equivalents are excluded from the computation of diluted loss per share when their effect is anti-dilutive. For the three and ~~six~~nine months ended ~~June~~September 30, 2019, potential dilutive common stock equivalents consisted 1,600,000 shares underlying common stock warrants and ~~220~~3,720,000 shares underlying stock options, which were not included in the calculation of the diluted loss per share because their effect was anti-dilutive. For the three and ~~six~~nine months ended ~~June~~September 30, 2018, ~~potential~~ potential dilutive common stock equivalents consisted 4,600,000 shares underlying common stock warrants, and 6,580,000 shares underlying stock options, which were not included in the calculation of the diluted loss per share because their effect was anti-dilutive.

Concentrations and Credit Risk

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of operating demand deposit accounts and accounts receivable. The Company’s policy is to place our operating demand deposit accounts with high credit quality financial institutions that are insured by the FDIC, however, account balances may at times exceed insured limits.

Fair Value of Financial Instruments

The carrying amounts of cash, accounts payable, accrued expenses, capital leases, and promissory notes, approximate fair value because of the short-term nature of these items, or prevailing interest rates.

Reclassification

Certain reclassifications have been made in the prior period’s consolidated financial statements to conform to the current period’s presentation. Such reclassifications had no effect on stockholders’ deficit or net loss.

Recently Issued Accounting Pronouncements

Management does not believe that there are any recently issued, but not yet effective accounting pronouncements, if adopted, that would have a material effect on the accompanying consolidated financial statements.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET

Property, Plant and Equipment consist of the following at:

As of June 30, 2019	Cost		Accumulated Depreciation			Net Book Value
As of September 30, 2019	Cost		Accumulated Depreciation			Net Book Value
Machinery and office equipment	$	47,137	$	(47,060	)	$	78
Furniture and fixtures		14,166		(14,166	)		-
Land		109,203		-			109,203
Asset retirement obligation		58,363		(1314,~~846~~521	)		4443,~~517~~842
Office and industrial buildings		542,449		(~~172~~178,~~787~~977	)		~~369~~363,~~662~~472
Equipment under capital lease		53,257		(53,257	)		-
Total	$	824,575	$	(~~301~~307,~~116~~981	)	$	~~523~~516,~~460~~595

As of December 31, 2018	Cost		Accumulated Depreciation			Net Book Value
Machinery and office equipment	$	47,137	$	(47,~~056~~057	)	$	8180
Furniture and fixtures		14,166		(14,166	)		-
Land		109,203		-			109,203
Asset retirement obligation		58,363		(12,497	)		45,866
Office and industrial buildings		542,~~450~~449		(160,408	)		382,~~042~~481
Equipment under capital lease		53,257		(53,257	)		-
Total	$	824,~~576~~575	$	(287,~~384~~385	)	$	537,~~192~~190

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company recognized $1422,~~747~~120 and $86275,~~951~~231, and for the three months ended ~~June~~September 30, 2019 and 2018, $7,~~374~~373 and $ 4387,~~784~~663, respectively, of depreciation expense. At ~~June~~September 30, 2019 and 2018, machinery and equipment with a cost of $53,257 and accumulated amortization of $53,257 and $53,257, ~~were~~respectively, were under capital lease.

During the year ended December 31, 2018, we recorded an impairment loss on property, plant and equipment of $635,770 in accordance with ASC 360-10-50-2 due to the carrying amount exceeding the estimated long-lived assets fair value. This impairment loss was primarily attributable to the write down of equipment and office and industrial buildings. Management’s assessment was triggered by the minimal operations of the business. Management estimated the undiscounted cash flows that may be generated from the long-lived assets by estimating their fair value less estimated costs.

NOTE 4 - PROPERTY HELD FOR SALE

The Company has offered for sale its land and building of its blending site located in Thorold, Ontario. Canada. The Company no longer requires the land or building as part of its plans to, either assemble and or manufacture, or license its technology. The land ~~and~~ and building are currently listed for sale and the Company anticipates a sale in less than twelve (12) months. Accordingly, these assets have been reclassified from property, plant and equipment to property held for sale. The Company has determined the fair value of its property held for sale exceeds its carrying value and no valuation allowance is necessary. The net book value of the land and building of $180,~~235~~237 has been presented in the accompanying balance sheet as property held for sale at ~~June~~ September 30, 2019 and December 31, 2018.

NOTE 5 – SECURED PROMISSORY NOTES - RELATED PARTIES

Related ~~Parties~~Party Secured ~~promissory~~Promissory Notes, including accrued interest, consists of the following at periods ended:

	As of June 30, 2019		As of December 31, 2018
	As of September 30, 2019		As of December 31, 2018
Secured Demand Promissory Note bearing interest of 4% to 12% per annum with the Company’s CEO.	$	2,048,265	$	1,907,636
Secured Demand Promissory Note - $1,664,000 Canadian dollars in 2015 and $505,000 Canadian dollars in 2016, bearing interest of 4% to 12% per annum, respectively, with the company CEO.	$	2,056,605	$	1,907,636
Secured Demand Promissory Note bearing interest of 4% to 12% per annum with the Company’s CEO.		649,397		628,382
Secured Demand Promissory Note - $358,850 in February and March of 2015 and $150,000 in February of 2016, bearing interest of 4% to 12% per annum, respectively, with company CEO		660,432		628,382
Secured Demand Promissory Note - $100,000 Canadian dollars in February 16, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA with a Company Director		80,641		75,892
Secured Demand Promissory Note - $100,000 Canadian dollars in February 16, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA with a company Director		80,531		75,892
Secured Promissory Notes with the Company’s CEO –($1,000,000 in November 19, 2014) bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in November 2019 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries.		1,695,487		1,595,798
Secured Demand Promissory Note - $125,000, July 11, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport Road, Thorold, Ontario CA with a company Director		130,553		126,711
Secured Demand Promissory Note - $125,000, July 11, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA. with a Company Director		129,246		126,711
Secured Demand Promissory Note - $125,000 in July 31, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport Road, Thorold, Ontario CA. with a company Director.		130,583		126,740
Secured Promissory Notes with the Company’s CEO –( $1,000,000 in August 29, 2013 and $2,000,000 in September 31, 2014) bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to three million shares of the Company’s common stock at an exercise price of $0.54 per share and payable upon maturity in 2018 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries (See note 12).		5,780,480		5,463,259
Secured Demand Promissory Note - $20,000 Canadian dollars in February of 2019 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport Road, Thorold, Ontario CA. with a Company Director		15,491		-
Secured Demand Promissory Note - $125,000 in July 31, 2018 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA. with a Company Director		129,275		126,740
Secured Demand Promissory Note - $170,000 Canadian dollars in first, second and third quarters of 2019 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport Road, Thorold, Ontario CA. with the Company’s CEO		130,386		-
Secured Demand Promissory Note - $20,000 Canadian dollars in February of 2019 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA. with a Company Director		15,512		-
Secured Promissory Notes with the company’s CEO ($1,000,000 in November 19, 2014) bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2019 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries. The Secured Promissory Note became past due on November 19, 2019. The Company is currently is discussion with the company’s CEO on extending the Secured Promissory Notes.		1,743,784		1,595,798
Secured Demand Promissory Note - $110,000 Canadian dollars in first and second quarter of 2019 bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA. with the Company’s CEO		84,921		-
Secured Promissory Notes with the company’s CEO - $1,000,000 in August 29, 2013 and $2,000,000 in September 30, 2014) bearing interest of 12% per annum compounded annually, payable upon maturity in 2018 and extended in July of 2019 until December 31, 2020. In consideration for the extension, the Company issued 3,000,000 options with an exercise price of $.02. Loan is secured by a security interest in substantially all of the assets of the Company and its subsidiaries.		5,941,206		5,463,259
Secured Promissory Note -$100,000 in August 24, 2016 bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2021 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries with a Company Director.		137,429		129,685
Secured Promissory Note -$100,000 in August 24, 2016 bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2021 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries with a company Director.		141,451		129,685
Secured Demand Promissory Note - $140,000 Canadian dollars in the first and second quarter of 2019, bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 Allanport, Road, Thorold, Ontario CA. with a Company Director		107,954		-
Secured Demand Promissory Note - $170,000 Canadian dollars in the first, second and third quarters of 2019, bearing interest of 4% per annum, payable on demand and secured by the blending site property located at 1776 -Allanport, Road, Thorold, Ontario CA. with a Company Director		130,567		-
Secured Promissory Note -$400,000 in October 18, 2016 bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2021 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries with a company Director.		~~534~~553,~~800~~481		502,848
Total	$	11,~~393~~715,~~407~~070		10,556,951
Less: Current Portion Short Term Secured Promissory Notes- Related Parties	$	10,721,178	$	9,924,418
Less: Current Portion Short Term Secured Promissory Notes – related parties	$	11,022,843	$	9,924,418
Long Term Secured promissory notes – related parties	$	~~672~~692,~~229~~227	$	632,533

Continuity of Secured Promissory Notes – Related Party	As of September 30, 2019			As of December 31, 2018
Face value of secured promissory notes	$	7,268,664		$	6,996,441
Accrued interest on secured promissory notes payable		4,456,273			3,581,343
Less: Unamortized debt discount		(9,867	)		(20,833	)
Carrying value of Secured Promissory Notes – Related parties	$	11,715,070		$	10,556,951

The following annual payments of principal and interest are required over the next three years in respect to these short term and long term secured promissory notes with related parties:

Years Ending December 31,	Annual Payments

2019	$	5,081,637
2020		5,941,206
2021		692,227
Total	$	11,715,070

NOTE 6 – SECURED PROMISSORY NOTE

Secured promissory note consists of the following at periods ended:

	As of September 30, 2019		As of December 31, 2018

Secured Promissory Note -$100,000 in August 10, 2016 bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2021 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries.	$	142,093	$	130,274

Total		142,093		130,274
Less: current portion		-		-
Secured promissory note	$	142,093	$	130,724

Continuity of Secured Promissory Notes – Related Parties	As of June 30, 2019			As of December 31, 2018
Continuity of Secured Promissory Note	As of September 30, 2019			As of December 31, 2018
Face value of secured promissory notes	$	7,200,607		$	6,996,441
Face value of August 10, 2016 secured promissory note	$	100,000		$	100,000
Accrued interest on secured promissory notes		4,205,225			3,581,343
Total face value of secured promissory note		100,000			100,000
Less: Unamortized debt discount		(12,425	)		(20,833	)
Discount on August 10, 2016 secured promissory note (100,000 warrants)		(2,000	)		(2,000	)
Carrying value of secured promissory notes- related parties	$	11,393,407		$	10,556,951
Accretion of discount on secured promissory note ($100,000 )		1,234			933
Interest on secured promissory note		42,859			31,341
Carrying value of Secured Promissory Note	$	142,093		$	130,274

The following annual payments of principal and interest are required ~~over the next five years~~ in respect to these ~~short term and long term related party~~ secured notes ~~payables~~payable:

Years Ending December 31,	Annual Payments
2019	$	~~10,721,178~~-
2020		-
2021		~~672~~142,~~229~~093
Total	$	11142,~~393,407~~093

17NOTE 7 - CAPITAL LEASE

~~NOTE~~The 6Capital –Lease ~~SECURED~~consists ~~PROMISSORY~~of ~~NOTES~~the following at periods ending:

Secured notes payable consists of the following at periods ended:

	As of September 30, 2019			As of December 31, 2018
Equipment capital lease bears interest at 3.9% per annum, secured by the equipment and matured on May 10, 2016, Principal and interest were due, in their entirety, at maturity. The maturity was extended to May 10, 2016 by the Lessor. The capital lease is in default.	$	22,868	(1)	$	22,210	(1)

Total		22,868			22,210
Less: current portion		22,868			22,210
Capital leases	$	-		$	-

	As of June 30, 2019		As of December 31, 2018
Secured Promissory Note -$100,000 in August 10, 2016 bearing interest of 12% per annum compounded annually, together with a five-year warrant to purchase up to one million shares of the Company’s common stock at an exercise price of $0.12 per share, and payable upon maturity in 2021 and secured by a security interest in substantially all of the assets of the Company and its subsidiaries.	$	138,052	$	130,274
Total		138,052		130,274
Less: current portion		-		-
Secured promissory notes	$	138,052	$	130,274

Continuity of Secured Promissory Notes	As of June 30, 2019			As of December 31, 2018
Face value of August 10, 2016 secured promissory notes	$	100,000		$	100,000
Total face value of secured promissory notes		100,000			100,000
Discount on August 10, 2016 secured notes payable (100,000 warrants)		(2,000	)		(2,000	)
Accretion of discount on secured promissory notes ($100,000 secured note payable)		1,133			93
Interest on secured notes payable		38,919			31,341
Carrying value of Secured Promissory Notes	$	138,052		$	130,274

The following annual payments of principal and interest are required over the next five years in respect to these secured promissory notes:

Years Ending December 31,	Annual Payments
2019		-
2020		-
2021		138,052
Total	$	138,052

NOTE 7 - CAPITAL LEASES

The Mortgages Payable and Capital Leases consists of the following at periods ending:

	As of June 30, 2019		As of December 31, 2018
Equipment capital lease bears interest at 3.9% per annum, secured by the equipment and matured on May 10, 2016, Principal and interest were due, in their entirety, at maturity. The maturity was extended to May 10, 2016 by the Lessor. The capital lease is in default.	$	22,647	$	22,210	(1)
Total		22,647		22,210
Less: current portion		22,647		22,210
Capital leases	$	-	$	-

(1) Includes accrued interest.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Commitments

Plastic2Oil Marine, Inc., one of the Company’s subsidiaries, which is currently not operating and presently is inactive, entered into a consulting service contract in 2010 with a company owned by the Company’s chief executive officer. The contract provides the related company with a share of the operating income earned from Plastic2Oil technology installed on marine vessels which are owned by the related company. The contract provides a minimum future payment equal to fifty percent of the operating income generated from the operations of two of the most profitable marine vessel processors and 10% from all other marine vessel processors. As of ~~June~~September 30, 2019 and December 31, 2018, there were no currently installed marine vessel processors pursuant to the contract.

Contingencies.

As of ~~June~~September 30, 2019, the Company is involved in litigation and claims, which arise from time to time in the normal course of business. In the opinion of management, based upon the information and facts known to them, any liability that may arise from such contingencies would not have a material adverse effect on the unaudited condensed consolidated financial statements of the Company.

NOTE 9 - WARRANTS

The following table summarizes the activities for the period.

Warrants

The following table summarizes the activities for the quarter ended ~~June~~September 30, 2019 and year ended December 31, 2018:

	Warrants Number	~~Warrants Number~~		Weighted Average Exercise Price		~~Weighted Average Exercise Price~~	Weighted Average Remaining Term		~~Weighted Average Remaining Term~~
OUTSTANDING, December 31, 2018		1,600,000	~~1,600,000~~	$	0.12	$	~~0.12~~	1.09		~~1.09~~
OUTSTANDING, June 30, 2019			1,600,000			$	0.12			1.09
OUTSTANDING, September 30, 2019		1,600,000		$	0.12			1.09

There were no warrants issued, ~~expired~~ or ~~exercised~~expired during the three or ~~six~~nine months ended ~~June~~September 30, 2019.

NOTE 10 – STOCK-BASED COMPENSATION PLANS AND AWARDS

~~2012~~Employee Incentive Plan

~~There~~The Company’s ~~were~~stock noincentive ~~options~~plan ~~granted~~is ~~during~~administered by the ~~three~~Board orof ~~six~~Directors ~~months~~that ~~ended~~authorizes ~~June~~the ~~30,~~grant ~~2019.~~or Asaward of ~~June~~incentive stock 30options, ~~2019~~non-qualified stock options (NQSO), ~~220~~restricted stock awards (RSA),~~000~~ stock appreciation rights, dividend equivalent rights, performance unit awards and phantom shares. The Company issues new shares of common stock upon the exercise of stock options. Any ~~were~~shares ~~outstanding,~~associated with options forfeited are added back to the number of ~~which~~shares ~~195~~that underlie stock options to be granted under the stock incentive plan. The Company made available 10,000,000 ~~are~~common ~~fully~~shares ~~vested~~that were registered, approved, and filed on November 17, 2012 for issuance under the plan. The Company has issued non-qualified stock option awards as described below.

AThe ~~summary~~Company estimates the fair value of nonqualified stock awards using a Black-Scholes Option Pricing model (“Black-Scholes model”). The fair value of each stock award is estimated on the date of grant using the Black-Scholes model, which requires an assumption of dividend yield, risk free interest rates, volatility, forfeiture rates and expected option ~~activity~~life. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the ~~three~~expected ~~and~~term ~~six~~of ~~months~~the ~~ended~~option ~~June~~in ~~30,~~effect ~~2019~~at the time of the grant. Expected volatilities are based on the historical volatility of our common stock over the expected option term. The expected term of options granted is asbased ~~follows:~~on a review of historical employee termination rates and option exercises.

	Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (1)
Balance as of December 31, 2018		220,000	$	0.41	$	-
Balance as of June 30, 2019		220,000	$	0.41	$	-
Exercisable as of June 30, 2019		195,000	$	0.46	$	-

There were 3,500,000 options granted during the three and nine months ended September 30, 2019. Options were granted to employees, a consultant of the Company, the Company’s CEO, and two Directors. As of September 30, 2019, 3,720,000 options were outstanding, of which 220,000 are fully vested and 3,500,000 are not vested. There are 6,280,000 options available for grant as of September 30, 2019.

~~(1)~~The stock ~~Amounts~~awards ~~represent~~were ~~the~~valued ~~difference~~using ~~between~~a ~~the~~Black-Scholes ~~exercise~~model ~~price~~on ~~and~~ the ~~fair~~date ~~value~~ of ~~common~~grant ~~stock~~and atthe ~~period~~follow ~~end~~assumptions: ~~for~~expected ~~all~~term inof ~~the~~5 ~~money~~years, a ~~options~~risk ~~outstanding~~free ~~based~~rate onof ~~the~~2.82%, ~~fair~~volatility ~~value~~of ~~per~~355.41%, ~~share~~and ofno ~~common~~assumed ~~stock~~dividend yield.

AsA summary of ~~June~~stock option activity as of September 30, 2019 and 2018, ~~compensation~~and tochanges beduring ~~recognized~~the onnine ~~unvested~~month ~~options~~periods isended ~~not~~September 30, ~~significant.~~2019 and 2018 are set forth below:

2016 Incentive Plan

	Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (1)
Balance as of December 31, 2018		220,000	$	.41	$
Options Granted		3,500,000		.02	$
Balance as of September 30, 2019		3,720,000	$	0.04	$
Exercisable as of September 30, 2019		220,000	$	0.41	$

On October 25, 2016, the Board awarded Rahoul S Banerjea, the former chief financial officer 2,250,000 options to purchase shares of common stock at $0.17 per share. This grant was independent of the Company’s 2012 long term incentive plan. The purpose of this award was to further incentivize Mr. Banerjea and promote the interests of the Company, its subsidiaries and its stockholders by enabling the Company and its subsidiaries to attract, retain and motivate executive employees of the Company and/or its subsidiaries, and to align the interests of those individuals and the Company’s stockholders. At December 31, 2017, all 2,250,000 were vested and an expense of $90,000 was recognized. As of April 18, 2018, Rahoul S Banerjea, CFO, resigned and forfeited his vested options 90 days after that date.

	Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (1)
Balance as of December 31, 2017		4,380,000	$	1.12	$	–
Balance as of September 30, 2018		4,380,000	$	0.42	$	–
Exercisable as of September 30, 2018		2,330,000	$	0.72	$	–

20(1) There was no intrinsic value associated with options outstanding, exercisable and expected to vest as of September 30, 2019, as the stock price was below the lowest option exercise price or was not vested. Aggregate intrinsic value represents total pretax intrinsic value (the difference between PTO’s closing stock price on September 30, 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2019. The intrinsic value will change based on the fair market value of PTO’s stock.

A summary of stock options not yet vested as of September 30, 2019 is set forth below:

	Number of Options			Weighted- Average Grant-Date Fair Value
Non-vested as of January 1, 2019		25,000		$	0.01
Options Granted		3,500,000		$	0.02
Vested		(25,000	)	$	0.01
Non-vested as of September 30, 2019		3,500,000		$	0.02

There were no options granted during the three or nine months ended September 30, 2018. As of September 30, 2018, 4,380,000 options were outstanding of which 2,330,000 were fully vested. As of September 30, 2018, there was $37,333 of unrecognized compensation expense for options outstanding not yet vested. .

During the nine month period ended September 30, 2019, there were no NQSOs that were cancelled or forfeited.

The weighted-average remaining contractual life of the non-qualified stock options outstanding and exercisable, as of September 30, 2019 were approximately 9.5 years and 4 years, respectively. Share-based compensation represents both stock options based expense and stock grant expense. Stock compensation expense is included in general and administrative expense for the periods then ended. At September 30, 2019, the Company had approximately $70,000 of total unamortized share-based compensation expense, related to stock option plans that will be recognized over the weighted average remaining period of 2 years.

NOTE 11 – RELATED PARTY TRANSACTIONS AND BALANCES

As of ~~June~~September 30, 2019 and December 31, 2018, Richard Heddle, CEO is due $1,~~320~~380,000 and $1,200,000 in accrued payroll, respectively, which is included in Accrued Officers Salary on the consolidated balance sheets.

At ~~June~~September 30, 2019 and December 31, 2018, the company’s accounts payable and accrued expenses included $132,217 outstanding ~~balance~~ balance due to Heddle Marine Services, a business controlled by Mr. Richard Heddle, the company’s Chief Executive Officer and member of the Company’s board of directors. The amounts payable arose from payments made in 2014 by Heddle Marine on behalf of the Company to a logistics company to transport fuel from the Niagara Falls site to the blending tanks at our facility in Thorold, Ontario, as well as for labor and material provided by Heddle Marine towards upkeep of our Canadian facilities including ~~2015~~ 2015 cleanup costs incurred in order to terminate the lease with Avondale properties on the discontinued (RRON) Operation.

See also Note 5 for secured promissory notes with related parties.

Plastic2Oil Marine, Inc., one of the Company’s subsidiaries, which is currently not operating, entered into a consulting service contract in 2010 with a company owned by Mr. Heddle, who later (in 2014) became the Company’s Chief Executive Officer. The contract provides the related company with a share of the operating income earned from Plastic2Oil technology installed on marine vessels which are owned by the related company. The contract provides a minimum future payment equal to fifty percent of the operating income generated from the operations of two of the most profitable marine vessel processors and 10% from all other marine vessel processors. As of ~~June~~September 30, 2019 and December 31, 2018, there were no currently installed marine vessel processors pursuant to to the contract.

NOTE 12 – SUBSEQUENT EVENTS

The Company received $2230,~~396~~000 on ~~August~~October 161, 2019, $2315,~~529~~000 on ~~July~~October 21, 2019, $15,000 on October 29, 2019, $30,000 on November 18, 2019 and $2230,~~442~~000 on ~~August~~November 2322, 2019, all in Canadian funds, from the Company’s CEO and Directors in the form of demand secured promissory notes. The advances bear interest at 4%.

On July 25, 2019, Plastic2Oil, Inc., a Nevada corporation (the “Company”), entered into an agreement (“Amendment to Note 1”) with Mr. Richard Heddle, the Company’s chief executive officer and a member of the Company’s board of directors, to extend the maturity date of the outstanding $1 million principal amount 12% Secured Promissory Note and all accrued interest due December 1, 2018 (“Note 1”) to December 31, 2020. Mr. Heddle originally purchased Note 1 from the Company on August 29, 2013 in the Company’s private placement of 12% Secured Promissory Notes due December 31, 2018.18

On July 25, 2019, the Company entered into an agreement (“Amendment to Note 2”) with Mr. Heddle to extend the maturity date of the outstanding $2 million principal amount 12% Secured Promissory Note and all accrued interest due December 1, 2018 (“Note 2”) to December 31, 2020. Mr. Heddle originally purchased Note 2 from the Company on September 30, 2013 in the Company’s private placement of 12% Secured Promissory Notes due December 1, 2018.

In consideration for extending the maturity dates of Notes 1 and 2, the Company issued Richard Heddle 3,000,000 options to purchase common stock shares with an exercise price of $.02 per share. The options vest 50% in six months and fully vest one year from July 25, 2019.

On July 25, 2019, the Company issued an aggregate of 500,000 options to purchase common stock shares with an exercise price of $0.02 per share to directors, employees and a consultant for services. The options vest 50% in six months and fully vest one year from July 25, 2019.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis (the “MD&A”) of the results of operations of the Company ~~should~~ should be read in conjunction with the consolidated financial statements of the Company, together with the accompanying notes, as well as other financial information included elsewhere in this Report. This discussion contains forward-looking statements that involve certain risks and uncertainties, and that reflect estimates and assumptions. See the section titled, “Cautionary Statement Regarding Forward-Looking Statements” for more information on forward-looking statements. Our actual results may differ materially from those indicated in forward- looking statements.

Business Overview

For the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company had no revenues. The Company’s P2O processors were ~~idle~~ idle for all of ~~2017 through~~ 2018 and remained idle during the three and ~~six~~nine months ended ~~June~~September 30, 2019. For financial reporting purposes, we currently operate in one business segment, our P2O® solution business. As of the filing date of the report, our two operating processors were idle and not producing fuel products. Previously, we operated in two business segments, which also included a business data and recovery segment and a recycling facility for waste paper fiber processing, a chemical processing and cleaning business, known as Pak-It, and a retail and wholesale distribution business, known as Javaco, Inc. which we discontinued, prior to 2017. Our P2O business is a commercial manufacturing and production business. We plan to grow mainly from sale of processors, and secondarily from the sale of fuel products. Historically, our revenues have been derived primarily from our other segments and products.

Plastic2Oil Business

Our P2O business has elements of both a recycling business and a fuel refiner/ production business, which makes it difficult to identify and make direct comparisons to competitors. Both the recycling and energy sectors are characterized by rapid technological change. Our future success will depend on our ability to achieve and maintain a competitive position with respect to technological advances in both of these sectors. We believe that our business currently faces competition in the plastics-to-energy market, including competition from PK Clean, Vadxx Energy, Green Envirotec Holdings LLC, and RES polyflow, each of which has developed alternative methods for obtaining and generating fuel from plastics. Because P2O solution products include a variety of fuels, we also face competition from the broader petroleum industry.

22We continue our business strategy with the goal of becoming a leading North American company that transforms waste plastic into ultra-clean, ultra-low sulphur fuel.

We continue our business strategy with the goal of becoming a leading North American company that transforms waste plastic into ultra-clean, ultra-low sulphur fuel through either the sale of technology, processors, and or fuel.

When in operation, we provide environmentally friendly solutions through our processors and technologies. Our primary offering is our Plastic2Oil®, or P2O®, solution, which is our proprietary process that converts waste plastic into fuel through a series of chemical reactions (our “P2O business”). We collect mainly mixed plastics from commercial and industrial enterprises that generate large amounts of waste plastic for use in our process.

Generally, this waste plastic would otherwise be sent to landfills and its disposal potentially can be quite costly for companies. We use this waste plastic as feedstock to produce Fuel Oil No. 2, Naphtha, and Fuel Oil No. 6 for various uses by our customers. We own our P2O processors and have the capability to produce and store the fuels at, and ship from, our facilities in Niagara Falls, New York. We sell the fuels we produce to customers through two main distribution channels, fuel wholesalers and directly to commercial and industrial end-users.

Our P2O processors have evolved to be modular solutions with the completion of processor #3 in 2013. We use third party contract manufacturers for the manufacture of many of the key modular components of our processors, including the kilns and distillation towers as well as certain other key components that require specialized machining and fabrication.

Our P2O business is a proprietary process that converts waste plastic into fuel through a series of chemical reactions. We began developing this process in 2009 and began very limited production in late 2010 following our receipt of a consent order from the New York State Department of Environmental Conservation (“NYSDEC”) allowing us to commercially operate our first large-scale P2O processor located at our Niagara Falls, New York facility. Currently, as of the filing of this report, these processors were idle for all of 2018 and remained idle for the six months ended June 30, 2019. Our processors are capable of producing Naphtha, Fuel Oil No. 2 and Fuel Oil No. 6. Our P2O process also produces two by-products, a reusable off-gas similar to natural gas, and a petcoke carbon residue. We sell our fuel products to fuel wholesalers and directly to commercial and industrial end-users. We primarily use our off-gas product in our processing operations to fuel the burners in our P2O processors. Since inception, we have produced a total of 667,996 gallons of fuel, however no fuel was produced in the six months ended June 30, 2019 and 2018.19

Our P2O business is a proprietary process that converts waste plastic into fuel through a series of chemical reactions. We began developing this process in 2009 and began very limited production in late 2010 following our receipt of a consent order from the New York State Department of Environmental Conservation (“NYSDEC”) allowing us to commercially operate our first large-scale P2O processor located at our Niagara Falls, New York facility. Currently, as of the filing of this report, these processors were idle for all of 2017 and remained idle for the nine months ended September 30, 2019. Our processors are capable of producing Naphtha, Fuel Oil No. 2 and Fuel Oil No. 6. Our P2O process also produces two by-products, a reusable off-gas similar to natural gas, and a petcoke carbon residue. We sell our fuel products to fuel wholesalers and directly to commercial and industrial end-users. We primarily use our off-gas product in our processing operations to fuel the burners in our P2O processors. Since inception, we have produced a total of 667,996 gallons of fuel, however no fuel was produced in the three and nine months ended September 30, 2019 and 2018.

Listing on the OTCQB

At ~~June~~September 30, 2019, we had 124,756,158 shares of common stock issued and outstanding. Our common stock is currently trading on ~~the~~ the OTCQB marketplace in the United States of America under the stock ticker symbol “PTOI.” On ~~September~~December 1116, 2019, the last trading day prior to the date of this filing, the closing price of the common stock on the OTCQB was $0.0205.

Sources of Revenues and Expenses

Results of Operations – Three months ended ~~June~~September 30, 2019 compared to Three months ended ~~June~~September 30, 2018.

Revenue

We had no revenues during the three months ended ~~June~~September 30, 2019 and 2018. We have shifted our business strategy to attempting to license our intellectual property and technology related to our fuel processors, selling fuel processors and selling oil produced by our own P2O equipment.

23We had no fuel production or processor sales in the three and nine months ended September 30, 2019. Consequently, there was neither fuel shipment nor fuel revenue. This was mainly due to management’s decision to shut down its production in the fourth quarter of 2013 due to the severe cold weather that caused damage to condensers and other components of our processors and the lack of operating cash. The damage requires substantial working capital for general repairs and replacement of damaged condensers and we have been unable to obtain the financing necessary to make these repairs. These processors were idle from December of 2014 through 2018 and remained idle through the date of this filing. Management estimates the processors will remain idle until the Company can raise additional capital or procure new revenue producing contracts.

WeThe ~~had~~Company nohas ~~fuel~~recently ~~production~~entered orinto ~~processor~~a ~~sales~~Master inAgreement ~~the~~and ~~three~~Purchase ~~months~~Order ~~ended~~to ~~June~~provide ~~30,~~several ~~2019.~~units ~~Consequently,~~and ~~there~~other ~~was~~services ~~neither~~that ~~fuel~~is ~~shipment~~awaiting ~~nor~~an ~~fuel~~initial ~~revenue.~~deposit ~~This was mainly due~~ to ~~management’s~~commence ~~decision~~work. toThe ~~shut~~initial ~~down~~deposit ~~its~~is ~~production~~tied ~~in the fourth quarter of 2013 due~~ to ~~the~~final ~~severe~~governmental ~~cold~~approvals ~~weather that caused damage to condensers~~ and ~~other~~contract ~~components~~awards ofthat ~~our processors and the lack of operating~~are ~~cash.~~currently ~~The damage requires substantial~~ working ~~capital~~its ~~for~~way ~~general~~through ~~repairs and replacement of damaged condensers and we have been unable to obtain~~ the ~~financing~~procurement ~~necessary to make these repairs~~cycle. ~~These~~There ~~processors~~can ~~were~~be ~~idle~~no ~~for~~assurance ~~all~~that ofthese ~~2014,~~awards ~~through,~~will ~~2018~~be made and ~~remain~~ ~~idle~~that ~~through~~ the initial ~~date~~deposit ofdue ~~this~~under ~~filing. Management estimates~~ the ~~processors~~Master ~~will~~Agreement ~~remain~~and ~~idle~~Purchase ~~until~~Order ~~the~~will ~~Company~~be ~~can raise additional capital~~honored.

The Company’s operating expenses consisted of the following:

Operating Expenses –

	For the Three Months Ended June 30,
	For the Three Months Ended September 30,
	2019		2018
Professional Fees	$	3818,~~543~~309	$	1827,~~268~~834
Compensation		~~105~~104,~~829~~370		~~117~~104,~~451~~446
Other		39,315		50,372
General and administrative expenses		35,016		51,304
Depreciation & Accretion		7,374		92,833
Depreciation and Accretion		7,373		87,663
Total Operating Expenses	$	~~191~~165,~~061~~068	$	~~278~~271,~~924~~247

We incurred operating expenses of $~~191~~165,~~061~~068 during the three months ended ~~June~~September 30, 2019, compared to $~~278~~271,~~924~~247 for the three months ended ~~June~~September 30, 2018, respectively. This decrease in operating expenses was materially due to a decrease in ~~compensation~~depreciation, ~~other~~ ~~expenses,~~ along with ~~depreciation~~decreases in Professional fees and ~~accretion~~other expenses for a total reduction of ~~approximately~~ $87106,~~863~~179. The Company is currently attempting to minimize its operating expenses while it works to recapitalize the company.

Non-Operating Expenses

Interest Expenses

For the three months ended ~~June~~September 30, 2019, we incurred net interest expense of approximately $~~285~~292,~~562~~049 as compared to approximately $~~249~~254,~~915~~390 for the three months ended ~~June~~September 30, 2018, ~~which~~an ~~were~~increase ~~materially~~of $37,659, which was due to increases in related party secured promissory and short -term notes.

Income Tax Expenses

For the three months ended ~~June~~September 30, 2019 and 2018, we had no federal taxable income due to net losses and recorded a deferred ~~tax~~ tax asset and a valuation allowance to the extent that those assets are attributable to net operating losses. We recognized the ~~valuation~~ valuation allowance because we are unsure as to the ability to use these assets in the near future due to continued operating losses.

Net Loss

As a result of the above, we incurred a net loss of approximately $~~476~~(457,~~623~~117) for the three months ended ~~June~~September 30, 2019 as compared to to a net loss of approximately $~~528~~(525,~~839~~637), for the three months ended ~~June~~September 30, 2018.

24Results of Operations - Nine months ended September 30, 2019 compared to Nine months ended September 30, 2018.

Results of Operations – Six months ended June 30, 2019 compared to Six months ended June 30, 2018.

Revenue

We had no revenues during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 due to the same factors discussed in the three month ~~period~~ period comparison above.

The Company’s operating expenses consisted of the following:

Operating Expenses –

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2019		2018
Professional Fees	$	6987,~~014~~324	$	5583,~~284~~118
Compensation		~~213~~318,~~851~~221		~~269~~359,~~452~~231
Other		82,418		115,281
General and administrative		117,433		181,252
Depreciation & Accretion		14,747		187,568
Depreciation and Accretion		22,120		275,231
Total Operating Expenses	$	~~380~~545,~~030~~098	$	~~627~~898,~~585~~832

We incurred operating expenses of $~~380~~545,~~030~~098 during the ~~six~~nine months ended ~~June~~September 30, 2019, compared to $~~627~~898,~~585~~832 for the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2018, respectively. This decrease in operating expenses was materially due to a decrease in compensation, other expenses, along with depreciation and accretion for a total reduction of approximately $~~247~~353,~~556~~734. The Company is currently attempting to minimize its operating expenses while it works to recapitalize the company.

Non-Operating Expenses

Interest Expenses

For the ~~six~~nine months ended ~~June~~September 30, 2019, we incurred net interest expense of approximately $~~569~~861,~~453~~503 as compared to approximately $~~482~~736,~~188~~578 for the ~~six~~nine months ended ~~June~~September 30, 2018, ~~which~~an ~~were~~increase ~~materially~~of $124,941, due to an increase in related party secured promissory and short -term notes.

Income Tax Expenses.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we had no federal taxable income due to net losses and recorded a deferred tax asset and a valuation allowance to the extent that those assets are attributable to net operating losses. We recognized the ~~valuation~~ valuation allowance because we are unsure as to the ability to use these assets in the near future due to continued operating losses.

Net Loss

As a result of the above, we incurred a net loss of approximately $~~948~~(1,~~970~~406,087) for the ~~six~~nine months ended ~~June~~September 30, 2019 as compared to to a net loss of approximately $(1,~~099~~624,~~259~~896) for the ~~six~~nine months ended ~~June~~September 30, 2018.

Liquidity and Capital Resources

We do not have sufficient cash to operate our business, which has forced us to suspend our operations until such time as we receive a capital infusion or cash advances on the sale or license of our processors and or related technology. We intend to source additional capital through the sale of our equity, ~~and~~ debt securities, and other financing methods. We plan to use the cash proceeds from ~~any~~ any financing to either complete the repairs on Processors #3 to resume production of fuels for pilot runs and customer demonstrations and or review other options including but not limited to licensing intellectual property and or pursuing other operational alternatives that may become available to management as we review the options available to the Company. At ~~June~~September 30, 2019, we had a cash ~~balance~~ balance of $131,~~637~~033. Our principal sources of liquidity in 2019 ~~have~~were ~~been~~ the proceeds of secured promissory notes and the elimination of the cash security we placed against our fuel oil sale tax bond.

As discussed earlier in this MD&A, our processors are currently idle and, thus, we are not producing fuel or generating fuel sales or processor sales. Our current cash levels are not sufficient to enable us to make the required repairs to our processors or to execute our business strategy as described in this Report. As a result, we intend to seek significant additional capital through the sale of our equity and debt securities and other financing methods to enable us to make the repairs, to meet ongoing operating costs and reduce existing liabilities. We also intend to seek cash advances or deposits under any new processor sale agreements and/or related technology licenses. Management currently anticipates that the processors will remain idle until the company can raise additional capital. Due to the many factors and uncertainties involved in capital markets transactions, there can be no assurance that we will raise sufficient capital to allow us to resume operations in 2019, or at all. In the interim, we anticipate that our level of operations will continue to be nominal, although we plan to continue to market our P2O processors with the intention of making P2O processor sales and technology licenses, along with attempting to restart fuel oil processing.22

~~Our~~As ~~limited~~discussed ~~capital~~earlier ~~resources~~in this MD&A, ~~lack~~our ofprocessors ~~revenue~~are currently idle and, ~~recurring~~thus, ~~losses~~we ~~from~~are ~~operations~~not ~~raise~~producing ~~substantial~~fuel ~~doubt~~or ~~about~~generating ~~our~~fuel sales ~~ability~~or processor sales. Our current cash levels are not sufficient to ~~continue~~enable us to make the required repairs to our processors or to execute our business strategy as described in this Report. As a ~~going~~result, ~~concern~~we ~~and~~intend ~~may~~to ~~adversely~~seek ~~affect~~significant additional capital through the sale of our ~~ability~~equity and debt securities and other financing methods to enable us to make the repairs, to meet ongoing operating costs and reduce existing liabilities. We also intend to seek cash advances or deposits under any new processor sale agreements and/or related technology licenses. Management currently anticipates that the processors will remain idle until the company can raise additional capital. ~~The~~While ~~financial~~management ~~statements~~has dorecently ~~not~~secured ~~include~~additional ~~any~~debt financing to attempt to re-initiate ~~adjustments~~the ~~that~~limited ~~might~~production of processing used fuel oils and plastic films, management cannot determine if it will be ~~necessary~~successful and or if additional capital will be required to be successful. Due to the many factors and uncertainties involved in capital markets transactions, there can be no assurance that we ~~are~~will ~~unable~~raise sufficient capital to allow us to resume operations in 2019, or at all. In the interim, we anticipate that our level of operations will continue asto abe ~~going~~nominal, ~~concern~~although we plan to continue to market our P2O processors with the intention of making P2O processor sales and technology licenses, along with attempting to restart fuel oil processing.

~~Cash~~Our ~~Flow~~limited capital resources, lack of revenue and recurring losses from ~~Operating~~operations ~~Activities~~raise –substantial doubt about our ability to continue as a going concern and may adversely affect our ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

	For the Six Months Ended June 30,
	2019			2018
Net loss		(948,970	)		(1,099,258	)
Net cash used in operating activities		(236,541	)		(437,865	)
Cash flows from investing activities
Net cash provided by investing activities		-			100,524
Cash flows from financing activities:
Net cash provided by financing activities		204,166			77,930
Foreign currency exchange effect on cash flows		(1,796	)		109,607
Cash at beginning of period		47,808			172,286
Cash at end of period		13,637		$	22,482

Cash Flow from Operating Activities.

	For the Nine Months Ended September 30,
	2019			2018
Net loss		(1,406,087	)		(1,624,896	)
Net cash used in operating activities		(315,806	)		(431,398	)
Cash flow from investing activities
Net cash provided by investing activities		-			100,524
Cash flows from Financing activities:
Net cash provided by financing activities		272,534			252,930
Foreign currency exchange effect on cash		(3,503	)
Cash at beginning of period		47,808			172,286
Cash at end of period	$	1,033		$	94,342

Cash Flow from Operations

Cash used in operations was approximately $~~236~~315,~~541~~806 and $~~437~~431,~~865~~398 for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. In 2019 and 2018 cash was mainly used to continue funding the minimum operating costs.

Cash Flow from Investing Activities

Cash flow provided from investing activities was approximately $0, and $100,524, for the ~~six~~nine months ended ~~June~~ September 30, 2019 and 2018, respectively, and was attributed to the release of a cash bond for fuel oil taxes that released the reserved cash for 2018.

Cash Flow from Financing Activities

Cash flow from financing activities was approximately $~~204~~272,~~166~~534 and $77252,930, for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, respectively. For 2019 and 2018, these amounts were mainly from proceeds received from secured promissory notes from related parties.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements in the periods ended ~~June~~September 30, 2019 and 2018.

Critical Accounting Policies

Basis of Consolidation

The condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, Plastic2Oil (Canada) Inc., JBI CDE Inc., ~~Plastic2OilI~~Plastic2Oil, Re One Inc., and JBI Re #1 Inc., Plastic2Oil of NY #1, and Plastic2Oil Marine Inc.. ~~All~~The results of Javaco and Pak-It are consolidated and classified as discontinued operations for all periods presented. All of our intercompany transactions and balances have been eliminated on consolidation. Amounts in the consolidated financial ~~statements~~ statements are expressed in U.S. dollars.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates include amounts for impairment of long-lives assets, share based compensation, asset retirement obligations, inventory obsolescence, accrued liabilities.

Property, Plant and Equipment

Leasehold improvements		lesser of useful life or term of the lease
Machinery and office equipment		3-15 years
Furniture and fixtures		7 years
Office and industrial buildings		15 -30 years

Impairment of Long-Lived Assets

Asset Retirement Obligations

The fair value of the estimated asset retirement obligation is recognized in the consolidated balance sheets when identified and a reasonable estimate of fair value can be made. The asset retirement cost, equal to the estimated fair value of the asset retirement obligation, is capitalized as part of the cost of the related long-lived asset. The balance of the asset retirement obligation is determined through an assessment made by the Company’s engineers, of the total costs expected to be incurred by the Company when closing a facility. The total estimated cost is then discounted using the current market rates to determine the present value of the asset as of the date of this valuation. As of the date of the creation of the asset retirement obligation in the amount of $5769,~~530~~424, the Company determined the present value of the obligation using a discount rate equal to 2.96%. The present ~~value~~ value of the asset retirement obligation is then capitalized on the consolidated balance sheets and is depreciated over the asset’s estimated useful life and is included in depreciation and accretion expense in the unaudited condensed consolidated statements of operations. Increases in the asset retirement obligation resulting from the passage of time are recorded as accretion of asset retirement obligations in the unaudited condensed consolidated statements of operations. Actual expenditures incurred are charged against the accumulated obligations.

Environmental Contingencies

The Company records environmental liabilities at their undiscounted amounts on our consolidated balance sheets as other current or long-term liabilities when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. These costs may be discounted to reflect the time value of money if the timing of the cash payments is fixed or reliably determinable and extends beyond a current period. Estimates of our liabilities are based on currently available facts, existing technology and presently enacted laws and regulations, taking into consideration the likely effects of other societal and economic factors, and include estimates of associated legal costs. These amounts also consider prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by the Environmental Protection Agency (EPA) or other organizations. Our estimates are subject to revision in future periods based on actual costs or new circumstances. We capitalize costs that benefit future periods and we recognize a current period charge in operation and maintenance expense when clean-up efforts do not benefit future periods.

We evaluate any amounts paid directly or reimbursed by government sponsored programs and potential recoveries or reimbursements of remediation costs from third parties including insurance coverage separately from our liability. Recovery is evaluated based on the creditworthiness or solvency of the third party, among other factors. When recovery is assured, we record and report an asset separately from the associated liability on our balance sheet. No amounts for recovery have been accrued to date.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and collection is reasonably assured. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

P2O processor sales are recognized when the customer take possession of the processors since title to the goods and the risk of loss transfers from P2O to Customer upon delivery. P2O fuel sales are recognized when the customers take possession of the fuel since at that stage the customer has completed all prior testing necessary for their acceptance of the fuel. At the time of possession they have arranged for transportation to pick it up and the sales price has either been set in contract or negotiated prior to the time of pick up. The Company negotiates the pricing of the fuel based on the quality of the product and the type of fuel being sold (e.g. Naphtha, Fuel Oil No.6 or Fuel Oil No. 2).

Foreign Currency Translation

The consolidated financial statements have been translated into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830. All monetary items have been translated using the exchange rates in effect at the balance sheet date. All non-monetary items have been translated using the historical exchange rates at the time of transactions. Income statement amounts have been translated using the average exchange rate for the year. Realized foreign exchange gains and losses are included in the consolidated statements of operations. Resulting differences are reflected in accumulated other comprehensive income in the accompanying consolidated balance sheets.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Disclosures About Market Risk

We may be exposed to changes in financial market conditions in the normal course of business. Market risk generally represents the risk that losses may occur as a result of movements in interest rates and equity prices. We currently do not use financial instruments in the normal course of business that are subject to changes in financial market conditions.

Currency Fluctuations and Foreign Currency Risk

We mainly operate in the United States and Canada. Due to the relative stability of the Canadian Dollar in comparison to the U.S. Dollar, we have not experienced foreign currency risk, however, should this stability change, we could be exposed to such risk.

Interest Rate Risk

We do not feel that we are subject to significant interest rate risk. We deposit surplus funds with banks earning daily interest at fixed rates and we do not invest in any instruments for trading purposes. Additionally, all of our outstanding debt instruments (our mortgage and capital leases) carry fixed rates of interests. We are exposed to opportunity risk should interest rates decrease. The amount of interest bearing short-term debt outstanding as of ~~June~~September 30, 2019 and December 31, 2018 was $1011,~~721~~022,~~178~~843 and $9,924,418, respectively.

Credit Risk

Financial instruments, which potentially expose us to concentrations of credit risk, consist principally of operating demand deposit accounts and accounts receivable. Our policy is to place our operating demand deposit accounts with high credit quality financial institutions that are insured by the FDIC, however, account balances may at times exceed insured limits. We extend limited credit to our customers based upon their creditworthiness and establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends and other pertinent information.

We may maintain cash balances, at times, with financial institutions in excess of amounts insured by the Canada Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these financial institutions.

Inflation Risk

Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~June~~September 30, 2019. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of ~~June~~September 30, ~~2018~~2019 our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

The Company currently has just three directors, one of whom is member of executive management and not independent. The Company does not maintain separately designated audit, compensation, and nominating and corporate governance committees of the Board.

Changes in Internal Control over Financial Reporting

On April 18, 2018 the Company’s Chief Financial Officer resigned. The Company is currently undertaking a review to determine what course of action it may take in regards to filling this position given the Company’s current negative financial condition. Currently, the Chief Executive Officer has assumed the additional responsibilities of the Chief Financial Officer. The Company has retained a financial consultant to assist management in the preparation and review of its Exchange Act reports. The continuing deterioration of the financial condition of the Company along with the reduction of staffing continues to hamper the ability of management to ensure effective internal controls and unless the financial condition improves an effective remediation plan cannot be put into place to correct the current deficiencies. With the exception of the noted changes herein, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management has reported to the Board of Directors material weaknesses described herein and also under the heading Management’s Report on Internal Control over Financial Reporting” in Section 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of legal proceedings affecting the Company, see the information in Note 7, “Commitments and Contingencies,” to the financial statements, included in Part I of this Report.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index attached hereto, which is incorporated herein by reference.

3128

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 thereunto duly authorized.

	PLASTIC2OIL, INC.
Date: September 11, 2019	By:	/s/ Richard Heddle
Date: December 16, 2019	By:	/s/ Richard Heddle
	Name:	Richard Heddle
	Title:	President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer)

3229

Item 6. Exhibit Index

Exhibit Number		Description

31.1		Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

3330

Filing Compare · Plastic2Oil, Inc.