UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-K/A

Amendment
No. 1



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2014



or



[  ]
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)



Registrant’s
telephone number: (716) 278-0015



Securities
registered pursuant to Section 12(b) of the Act: None.



Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
[  ] No [X]



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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



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 [  ]   |  | Smaller reporting
    company [X]



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



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $11.1
million as of June 30, 2014 based upon the closing price of $0.10 per share on June 30, 2014.



As
of April 21, 2015, there were 121,246,158 shares of the Registrant’s common stock, $0.001 par value, outstanding.



Documents
Incorporated by Reference



None
















EXPLANATORY
NOTE



This
Amendment No. 1 to Annual Report on Form 10-K/A (this “Amended Report”) is being filed with the Securities and Exchange
Commission (the “SEC”) to amend the Annual Report on Form 10-K for the year ended December 31, 2014 (“Original
10-K”) of Plastic2Oil, Inc. (the “Company”, “we” and/or “us”) for the following purposes:



| | ● | to
    provide the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K because a definitive proxy statement
    containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the
    Original 10-K;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                         
| | ● | to
    provide the certifications required by Item 15 of Part IV of Form 10-K in connection with this Amended Report; and                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                         
| | ● | to
    update the Table of Contents to reflect the above changes.                                                                                                                                                                                                                       



Except
for the foregoing, this Amended Report speaks as of the filing date of the Original 10-K and does not update or discuss any other
Company developments after the date of the Original 10-K.



The
reference on the cover of the Original Form 10-K to the incorporation by reference to portions of our definitive proxy statement
into Part III of the Original Form 10-K is hereby deleted.



This
Amended Report restates only those portions of the Original 10-K affected by the above changes. This Amended Report includes a
currently-dated certification from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections
302 and 906 of the Sarbanes-Oxley Act of 2002.



2







PLASTIC2OIL,
INC.



Table
of Contents



|PART III                                                                                                |  |   
|------------------------------------------------------------------------------------------------------- |  | --
|                                                                                                        |  |   
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         |  | 4 
|                                                                                                        |  |   
|ITEM 11. EXECUTIVE COMPENSATION                                                                         |  | 6 
|                                                                                                        |  |   
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 11
|                                                                                                        |  |   
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      |  | 13
|                                                                                                        |  |   
|ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                          |  | 13
|                                                                                                        |  |   
|ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     |  | 16



3







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The
following table sets forth, as of April 21, 2015, the names and ages of all of our directors and executive officers and all positions
and offices held by such individuals. Each director will hold such office until the next annual meeting of shareholders and until
his or her successor has been elected and qualified.



|Name                   |  | Age |  | Position                       
|---------------------- |  | --- |  | -------------------------------
|                       |  |     |  |                                
|Rick
    W. Heddle     |  | 49  |  | President,
    CEO and Director
|                       |  |     |  |                                
|Philip
    J. Bradley  |  | 62  |  | Director                       
|                       |  |     |  |                                
|Rahoul
    S. Banerjea |  | 64  |  | Chief
    Financial Officer    



Certain
Biographical Information



The
following summarizes the occupation and business experience of our officers and directors:



Richard
W. Heddle, age 49, has served as a director and as the President and Chief Executive Officer of our company since August 14,
2013. Mr. Heddle is an entrepreneur with over 25 years of executive business experience. Since 1987, Mr. Heddle has been the owner
and President of Heddle Marine Services, Inc., the largest marine repair firm that operates floating dry docks on the Canadian
side of the Great Lakes. Mr. Heddle grew the company from a small start-up with two employees to a company that employs over 60
people. Mr. Heddle has significant expertise in logistics, supply chain analytics and managing production and brings over 25 years
of comprehensive experience in fabrication, engineering and machinery. This experience and these qualifications led the Board
to conclude that Mr. Heddle should serve as a director of our company.



Philip
J. Bradley, age 62, has served as a director of our company since August 14, 2013. Mr. Bradley has over 35 years of executive
accounting and business experience. For the past ten years, Mr. Bradley has been working in private practice as a Chartered Professional
Accountant. Previously, Mr. Bradley worked as an Audit Manager and former partner of Grant Thornton Canada, where he worked for
29 years. Mr. Bradley also served two three-year terms in the firm’s national office, where he was responsible for recruitment,
human resource administration, as well as providing support services to the firm’s professional practice offices. Mr. Bradley
is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of both Ontario and
Nova Scotia. He received a Bachelor of Business Administration from the University of Prince Edward Island in 1975 and was admitted
to the Institute of Chartered Accountants of Nova Scotia in 1976. This experience and these qualifications led the Board to conclude
that Mr. Bradley should serve as a director of our company.



Rahoul
S. Banerjea, age 64 has served as Chief Financial Officer of the Company since March 2014. Prior to joining the Company, from
2013 to March 2014, Mr. Banerjea was the principal of Matun Group LLC, a global professional services firm providing interim CFO
and project management services, located in Sudbury, Massachusetts. From 2007 to 2013, Mr. Banerjea was a Partner, New England
Practice, at Tatum, a division of Randstad, a national professional services firm providing leadership roles, located in Boston,
Massachusetts. Prior to this period, Mr. Banerjea held senior financial management roles with technology start-ups and global
technology companies. Mr. Banerjea is also a member of the Board of the American School of Madrid Foundation and a former member
of the Board of the Boston Chapter Financial Executives International. Mr. Banerjea received his B.S.B.A. from Drexel University
and is a Certified Public Accountant. Mr. Banerjea brings more than 30 years of experience in finance and accounting to the Company’s
executive management team.



4







Family
Relationships



There
are no family relationships between any of the Company’s directors or officers.



Involvement
in Certain Legal Proceedings



As
previously disclosed, the U.S. District Court, District of Massachusetts, approved the settlement of the SEC enforcement action
against the Company and John Bordynuik, our former president and chief executive officer and a former director. The description
of the SEC civil action contained in Item 3 of Part I of this Annual Report on Form 10-K is incorporated herein by reference.
Mr. Bordynuik stepped down from his officer and director positions with the Company in May 2012, and from May 2012 until January
2, 2015 served as its Chief of Technology. On January 2, 2015, John Bordynuik resigned from his position as the Company’s
Chief of Technology and the employment agreement between the Company and Mr. Bordynuik, dated May 15, 2012, was terminated. Mr.
Bordynuik continues to provide services to the Company on a consulting basis.



Except
as set forth above, to the best of our knowledge, during the past ten years, no director or officer of the Company has been involved
in any of the following: (1) any bankruptcy petition filed by or against such person individually, or any business of which such
person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
(2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction
(in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.



Adverse
Proceedings



There
exists no material proceeding to which any director or officer is a party adverse to the Company or has a material interest adverse
to the Company.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16 of the Exchange Act requires that reports of beneficial ownership of common shares and changes in such ownership be filed with
the SEC by Section 16 “reporting persons,” including directors, certain officers, holders of more than 10% of the
outstanding common shares and certain trusts of which reporting persons are trustees. The Company is required to disclose in this
Annual Report each reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis
during the fiscal year ended December 31, 2014. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 filed
with the SEC and written representations that no other reports were required, during the fiscal year ended December 31, 2014,
our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except as
follows:



| | ● | Form
    4 filed by Richard Heddle on December 8, 2014 was not timely filed;                                                                                 
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                              
| | ● | Form
    4 filed by John Bordynuik on June 2, 2014 was not timely filed reporting the cancellation of options to purchase 650,000 shares
    of common stock.



Committees
of the Board of Directors



Due
to the fact that the Company currently has just two 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. Upon the appointment of additional directors, the Company intends to reconstitute such committees of the Board.



5







Independence
of the Board of Directors



The
Board is currently composed of two (2) members, one of whom qualifies as an independent director in accordance with the published
listing requirements of the NASDAQ Capital Market. The NASDAQ independence definition includes a series of objective tests, such
as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor
any of his or her family members has engaged in various types of business dealings with us. Mr. Richard Heddle, one of the current
directors, also serves as an executive officer of the Company, and thus is not independent.



Code
of Ethics



We
have adopted a code of ethics that applies to all of our executive officers, directors and employees. Code of ethics codifies
the business and ethical principles that govern all aspects of our business. This document will be made available in print, free
of charge, to any shareholder requesting a copy in writing from the Company. A copy of our code of ethics was filed with the Form
10-K for the year ended December 31, 2006, filed on March 2, 2007.



ITEM
11. EXECUTIVE COMPENSATION



Summary
Compensation Table



The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to our “named executive
officers” during the years ended December 31, 2014 and 2013:



|SUMMARY
    COMPENSATION TABLE                                                                                                                         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Name
                                         and
                                         Principal
                                         Position | 
|                                                                                                                                                       | 
|Richard
W.Heddle President & Chief Executive Officer, Director                                                                                         | 
|                                                                                                                                                       | 
|                                                                                                                                                       | 
|Rahoul S.Banerjea
    Chief Financial Officer                                                                                                          | 
|                                                                                                                                                       | 



Notes:



|(1) | Cash
    compensation paid is noted in the above table. Mr. Heddle’s employment commenced on August 14, 2013. Mr. Heddle’s
    elected to receive all of his salary compensation in shares of common stock which has not been paid. $240,000 and $60,000
    have been accrued in 2014 and 2013 respectively, for such obligation. The dollar amounts do not necessarily reflect the dollar
    amounts of compensation actually realized or that may be realized by our named executive officers.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Cash
    compensation paid is noted in the above table. Mr. Banerjea’s employment commenced on March 17, 2014. Mr. Banerjea’s
    salary compensation includes one third payable in 2014 in shares of the company’s common stock but has not been paid
    and $38,558 has been accrued in 2014 for such obligation. The dollar amounts do not necessarily reflect the dollar amounts
    of compensation actually realized or that may be realized by our named executive officers.              



6







Outstanding
Equity Awards at Fiscal Year-End



The
following table provides information on all restricted stock and stock option awards held by our named executive officers as of
December 31, 2014.



|OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END | 
|------------------------------------------------ | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|                                                 | 
|Name                                             | 
|Richard
    W. Heddle                            | 
|                                                 | 
|Rahoul
    S. Banerjea                           | 



7







Option
Exercises and Stock Vested During the Fiscal Year



During
the fiscal year ended December 31, 2014, there were neither awards nor exercises of stock options by, or vesting of shares of
restricted stock held by, our named executive officers.



DIRECTOR
COMPENSATION



|Name                      |  | Year |  | Fees
        Earned
        or
        Paid
        in Cash
        ($) |   |  | Stock
        Awards
        ($) |  |   | Option
        Awards
        ($) |  |  | Non-Equity
                                         Incentive Plan Compensation
        ($) |  |  | Change
                                         in
        Pension
        Value
        and
        Nonqualified Deferred
        Compensation
        Earnings
        ($) |   |  | All
                                         Other
        Compensation
        ($) |  |   | Total
        ($) | 
|------------------------- |  | ---- |  | ----------------------------------------------------------------------- | - |  | -------------------------------- |  | - | --------------------------------- |  |  | ------------------------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | ----------------------------------------------------------------------------------- |  | - | ----------------- | 
|                          |  |      |  |                                                                         |   |  |                                  |  |   |                                   |  |  |                                                                                             |  |  |                                                                                                                                                                              |   |  |                                                                                     |  |   |                   | 
|Richard
    W. Heddle     |  | 2014 |  |                                                                         | - |  |                                  |  | - |                                   |  |  | -                                                                                           |  |  |                                                                                                                                                                              | - |  |                                                                                     |  | - |                   | 
|                          |  | 2013 |  |                                                                         | - |  |                                  |  | - |                                   |  |  | -                                                                                           |  |  |                                                                                                                                                                              | - |  |                                                                                     |  | - |                   | 
|                          |  |      |  |                                                                         |   |  |                                  |  |   |                                   |  |  |                                                                                             |  |  |                                                                                                                                                                              |   |  |                                                                                     |  |   |                   | 
|Philip J. Bradley
    (1) |  | 2013 |  |                                                                         | - |  |                                  |  | - |                                   |  |  | -                                                                                           |  |  |                                                                                                                                                                              | - |  |                                                                                     |  | - |                   | 
|                          |  | 2014 |  |                                                                         | - |  |                                  |  | - |                                   |  |  | -                                                                                           |  |  |                                                                                                                                                                              | - |  |                                                                                     |  | - |                   | 



|(1) | Mr.
    Bradley has not receive either common stock or cash as compensation for 2013 and 2014. The dollar amounts do not necessarily
    reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table



Employment
Agreements, Severance and Change In Control Plans



We
currently have not entered into employment agreements with Richard W. Heddle, our President and Chief Executive Officer, or Mr.
Rahoul S. Banerjea, our Chief Financial Officer.



2012
Long-Term Incentive Plan



On
May 23, 2012, the Board adopted the JBI, Inc. 2012 Long-Term Incentive Plan (the “Plan”). The plan was subsequently
approved by the Company’s stockholders at the Company’s 2012 annual meeting of stockholders.



The
purpose of the Plan is to further and promote the interests of the Company, its subsidiaries and its stockholders by enabling
the Company and its subsidiaries to attract, retain and motivate employees, directors and consultants or those who will become
employees, directors and of the Company and/or its subsidiaries, and to align the interests of those individuals and the Company’s
stockholders. To do this, the Plan offers performance-based incentive awards and equity-based opportunities providing employees,
directors and consultants with a proprietary interest in maximizing the growth, profitability and overall success of the Company
and/or its subsidiaries.



The
maximum number of shares of our common stock as to which awards may be granted under the Plan may not exceed 10,000,000 shares.
In the case of any individual participant, the maximum amount payable in respect of awards subject to performance criteria in
any calendar year may not exceed four million shares of common stock. The limits on the numbers of shares described in this paragraph
and the number of shares subject to any award under the Plan are subject to proportional adjustment as determined by the Board,
to reflect certain stock changes, such as stock dividends and stock splits (see “Recapitalization Adjustments” below).



If
any awards under the Plan expire or terminate unexercised, the shares of common stock allocable to the unexercised or terminated
portion of such award shall again be available for award under the Plan



8







Administration
and Eligibility



The
administration, interpretation and operation of the Plan will be vested in the Compensation Committee of the Board if and when
one is designated, otherwise the Board itself shall administer the Plan (the Board or the Compensation Committee, if applicable,
acting in such capacity, the “Committee”). The Committee may designate persons other than members of the Committee
to carry out the day-to-day administration of the Plan. In addition, the Committee may, in its sole discretion, delegate day-to-day
ministerial administration to persons other than members of the Committee, except that the Committee shall not delegate its authority
with regard to selection for participation in the Plan and/or the granting of any awards to participants.



Employees,
directors and consultants, or those who will become employees, directors and consultants of the Company and/or its subsidiaries
are eligible to receive awards under the Plan. Awards under the Plan are granted by the Committee.



Awards
Under The Plan



Awards
under the Plan may consist of stock options, stock appreciation rights (“SARs”), restricted shares or performance
unit awards, each of which is described below. All awards are evidenced by an award agreement between the Company and the individual
participant and approved by the Committee. In the discretion of the Committee, an eligible employee, director or consultant may
receive awards from one or more of the categories described below, and more than one award may be granted to an eligible employee,
director or consultant.



Stock
Options and Stock Appreciation Rights. A stock option is an award that entitles a participant to purchase shares of common
stock at a price fixed at the time the option is granted. Stock options granted under the Plan may be in the form of incentive
stock options (which qualify for special tax treatment) or non-qualified stock options, and may be granted alone or in addition
to other awards under the Plan. Non-qualified stock options may be granted alone or in tandem with SARs.



An
SAR entitles a participant to receive, upon exercise, an amount equal to (a) the excess of (i) the fair market value on the exercise
date of a share of common stock, over (ii) the fair market value of a share of common stock on the date the SAR was granted, multiplied
by (b) the number of shares of common stock for which the SAR has been exercised.



The
exercise price and other terms and conditions of stock options and the terms and conditions of SARs will be determined by the
Committee at the time of grant, provided, however, that the exercise price per share may not be less than 100 percent of the fair
market value of a share of common stock on the date of the grant. In addition, the term of any incentive stock options granted
under the Plan may not exceed ten years. An option or SAR grant under the Plan does not provide an optionee any rights as a stockholder
and such rights will accrue only as to shares actually purchased through the exercise of an option or the settlement of an SAR.
If stock options and SARs are granted together in tandem, the exercise of such stock option or the related SAR will result in
the cancellation of the related stock option or SAR to the extent of the number of shares in respect of which such option or SAR
has been exercised. Stock options and SARs granted under the Plan shall become exercisable at such time as designated by the Committee
at the time of grant.



In
addition, the Committee, in its sole discretion, may provide in any stock option or SAR award agreement that the recipient of
the stock option or SAR will be entitled to dividend equivalents with respect to such award. In such instance, in respect of any
such award which is outstanding on a dividend record date for common stock, the participant would be entitled to an amount equal
to the amount of cash or stock dividends that would have paid on the shares of common stock covered by such stock option or SAR
award had such shares of common stock been outstanding on the dividend record date.



9







Restricted
Share Awards. Restricted share awards are grants of common stock made to a participant subject to conditions established by
the Committee in the relevant award agreement on the date of grant. The restricted shares only become unrestricted in accordance
with the conditions and vesting schedule, if any, provided in the relevant award agreement. A participant may not sell or otherwise
dispose of restricted shares until the conditions imposed by the Committee with respect to such shares have been satisfied. Restricted
share awards under the Plan may be granted alone or in addition to any other awards under the Plan. Restricted shares which vest
will be reissued as unrestricted shares of common stock. Each participant who receives a grant of restricted shares will have
the right to receive all dividends and vote or execute proxies for such shares. Any stock dividends granted with respect to such
restricted shares will be treated as additional restricted shares.



Performance
Units. Performance units (with each unit representing a monetary amount designated in advance by the Committee) are awards
which may be granted to participants alone or in addition to any other awards under the Plan. Participants receiving performance
unit grants will only earn such units if the Company and/or the participant achieve certain performance goals during a designated
performance period. The Committee will establish such performance goals and may use measures such as total stockholder return,
return on equity, net earnings growth, sales or revenue growth, comparison to peer companies, individual or aggregate participant
performance or such other measures the Committee deems appropriate. The participant may forfeit such units in the event the performance
goals are not met. If all or a portion of a performance unit is earned, payment of the designated value thereof will be made in
cash, in unrestricted common stock or in restricted shares or in any combination thereof, as provided in the relevant award agreement.



Recapitalization
Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash,
common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or
other corporate transaction or event affects the common stock such that an adjustment is determined by the Board, in its sole
discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended
to be made available under the Plan, the Board may, in any manner that it in good faith deems equitable, adjust any or all of
(i) the number of shares of common stock or other securities of the Company (or number and kind of other securities or property)
with respect to which awards may be granted, (ii) the number of shares of common stock or other securities of the Company (or
number and kind of other securities or property) subject to outstanding awards, and (iii) the exercise price with respect to any
stock option, or make provision for an immediate cash payment to the holder of an outstanding award in consideration for the cancellation
of such award.



Mergers.If the Company enters into or is involved in any merger, reorganization, recapitalization, sale of all or substantially all
of the Company’s assets, liquidation, or business combination with any person or entity (a “Merger Event”),
the Board may, prior to such Merger Event and effective upon such Merger Event, take any action that it deems appropriate, including,
replacing such stock options with substitute stock options and/or SARs in respect of the shares, other securities or other property
of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares,
pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected stock options or SARs
granted hereunder as of the date of the consummation of the Merger Event. If any Merger Event occurs, the Company has the right,
but not the obligation, to cancel each participant’s stock options and/or SARs and to pay to each affected participant in
connection with the cancellation of such stock options and/or SARs, an amount equal to the excess of the fair market value, as
determined by the Board, of the common stock underlying any unexercised stock options or SARs (whether then exercisable or not)
over the aggregate exercise price of such unexercised stock options and/or SARs. Upon receipt by any affected participant of any
such substitute stock options, SARs (or payment) as a result of any such Merger Event, such participant’s affected stock
options and/or SARs for which such substitute options and/or SARs (or payment) were received shall be thereupon cancelled without
the need for obtaining the consent of any such affected participant.



10







Amendment,
Suspension or Termination of the Plan



Unless
earlier terminated by the Board, the Plan will terminate on May 23, 2022. The Board may amend, suspend or terminate the Plan (or
any portion thereof) at any time. However, no amendment may (a) materially adversely affect the rights of any participant under
any outstanding award, without the consent of such participant, or (b) make any change that would disqualify the Plan from the
benefits provided under Sections 422 and 162(m) of the Internal Revenue Code of 1986 (the “Code”), or (c) increase
the number of shares available for awards under the Plan without stockholder approval; provided , however , that
the Board and/or Committee may amend the Plan, without the consent of any participants, in any way it deems appropriate to satisfy
Code Section 409A and any regulations or other authority promulgated thereunder, including any amendment to the Plan to cause
certain awards not to be subject to Code Section 409A.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Our
authorized capital stock consists of 250,000,000 shares of Common Stock. As of April 21, 2015, we had outstanding 121,246.158
common stock outstanding.



The
following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 21, 2015 by:



|● | each
    person known by us to be a beneficial owner of more than 5% of our outstanding Common Stock;
|- | -----------------------------------------------------------------------------------------------------
|  |                                                                                                      
|● | each
    of our directors;                                                                           
|  |                                                                                                      
|● | each
    of our named executive officers; and                                                        
|  |                                                                                                      
|● | all
    directors and executive officers as a group.                                                 



The
amounts and percentages of Common Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of
a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of
such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days after, April 21, 2015. Under these rules, more than one person may be deemed a beneficial owner of the
same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. Except as
indicated by footnote, to our knowledge, the persons named in the table below have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them.



11







In
the table below, the percentage of ownership of our Common Stock is based on 121,246,158 shares of Common Stock outstanding as
of April 21, 2015. Unless otherwise noted below, the address of the persons listed on the table is c/o Plastic2Oil, Inc., 20 Iroquois
Street, Niagara Falls, New York 14303.



|                                                          |  | Common
    Stock Beneficially Owned |          
|--------------------------------------------------------- |  | ----------------------------------- | ---------
|Name
    of Beneficial Owner                              |  | Number                              |          
|Executive Officers and Directors                          |  |                                     |          
|                                                          |  |                                     |          
|Richard Heddle, Chief Executive Officer and Director      |  |                                     | 7,000,000
|                                                          |  |                                     |          
|Rahoul Banerjea, Chief Financial Officer                  |  |                                     | -        
|                                                          |  |                                     |          
|Philip J. Bradley, Director                               |  |                                     | -        
|                                                          |  |                                     |          
|All named executive
    officers and directors as a group |  |                                     | 7,000,000
|                                                          |  |                                     |          
|5% or More Stockholders                                   |  |                                     | -        



|(1) | Includes
    warrants to purchase 4,000,000 shares of Common Stock.
|--- | -------------------------------------------------------------------



Changes
in Control



We
are not aware of any arrangements that may result in a change in control of the Company.



Securities
Authorized for Issuance under Equity Compensation Plans



The
following table sets forth certain information as of December 31, 2014 with respect to equity compensation plans under which the
Company’s common stock may be issued.



|Plan
    Name                                           |  | Number
    of securities to be
    issued upon exercise of
    outstanding options,
    warrants and rights |           |  | Weighted
    average exercise
    price of outstanding options,
    warrants and rights |   |      | Number
                                         of securities rem6aining
        available
        for future issuance
        under
        equity compensation
        plans | 
|------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- | --------- |  | --------------------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Equity Compensation
    Plans Approved by Shareholders: |  |                                                                                                             |           |  |                                                                                         |   |      |                                                                                                                                                                                | 
|                                                        |  |                                                                                                             |           |  |                                                                                         |   |      |                                                                                                                                                                                | 
|JBI, Inc. 2012
    Long-Term Incentive Plan             |  |                                                                                                             | 5,303,334 |  |                                                                                         | $ | 1.30 |                                                                                                                                                                                | 



12







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Review,
Approval or Ratification of Transactions with Related Persons



The
Board is responsible for the review, approval or ratification of all “transactions with related persons” as that term
refers to transactions required to be disclosed by Item 404 of Regulation S-K promulgated by the SEC. In reviewing a proposed
transaction, the Board must (i) satisfy itself that it has been fully informed as to the related party’s relationship and
interest and as to the material facts of the proposed transaction and (ii) consider all of the relevant facts and circumstances
available to the Board. After its review, the Board will only approve or ratify transactions that are fair to the Company and
not inconsistent with the best interests of the Company and its stockholders.



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



As
outlined in the table below, we incurred the following fees for the fiscal years ended December 31, 2014 and 2013, respectively,
for professional services rendered by D. Brooks and Associates CPA’s, P.A and MNP LLC, our current and previous independent
registered accounting firms, respectively, for the audit of the Company’s annual financial statements and for audit-related
services, tax services and all other services, as applicable.



|Service Provided                                                     |  | Fiscal
    2014 |         |     | Fiscal
    2013 |  
|-------------------------------------------------------------------- |  | --------------- | ------- | --- | --------------- | -
|                                                                     |  |                 |         |     |                 |  
|Audit
Fees                                                           |  |                 |         |     |                 |  
|Annual Audit – MNP,LLC                                               |  | $               | 93,672  | (1) |                 | $
|Annual Audit – D. Brooks and Associates CPA’s, P.A                   |  |                 | 15,000  | (2) |                 |  
|                                                                     |  |                 |         |     |                 |  
|Audit
    Audit Related Fees                                         |  |                 |         |     |                 |  
|Assurances and Related Sources –MNP,LLC                              |  |                 |         |     |                 |  
|Assurances and Related Sources – D. Brooks and Associates CPA’s, P.A |  |                 |         |     |                 |  
|                                                                     |  |                 |         |     |                 |  
|Tax
Fees                                                             |  |                 |         |     |                 |  
|Tax Tax Services- MNP,LLC                                            |  |                 | 5,858   | (3) |                 |  
|Tax Services – D. Brooks and Associates CPA’s, P.A                   |  |                 | -       |     |                 |  
|                                                                     |  |                 |         |     |                 |  
|All
Other Fees                                                       |  |                 |         |     |                 |  
|for other services –MNP,LLC                                          |  |                 | 20,810  |     |                 |  
|for other services – D. Brooks and Associates CPA’s, P.A             |  |                 | -       |     |                 |  
|                                                                     |  |                 |         |     |                 |  
|Total Fees                                                           |  | $               | 135,340 |     |                 | $



|(1) | Includes
    the review of 2013 Quarterly Reports on Form 10-Q by MNP LLP and 2013 audit fees.         
|--- | -------------------------------------------------------------------------------------------------------
|    |                                                                                                        
|(2) | Includes
    the review of 2014 Quarterly Reports on Form 10-Q by D. Brooks and Associates CPA’s, P.A .
|    |                                                                                                        
|(3) | Fees
    related to the preparation of tax returns for 2013.                                           



The
Company has policies and procedures that require the pre-approval of the Board of all fees paid to, and all services performed
by, the Company’s independent registered public accounting firm. At the beginning of each year, the Board approves the proposed
services, including the nature, type and scope of services contemplated and the related fees, to be rendered by these firms during
the year. In addition, pre-approval of the Board is also required for those engagements that may arise during the course of the
year that are outside the scope of the initial services and fees initially pre-approved by the Board.



13







PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)



1.
The consolidated financial statements of Plastic2Oil, Inc. are included in Item 8 of the Original 10-K.



2.
The exhibits required by this item are listed on the Exhibit Index attached hereto.





14









SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
has been signed on its behalf by the undersigned, thereunto duly authorized.



|                         | PLASTIC2OIL,
    INC.
|------------------------ | ---------------------
|                         |                      
|Date:
    April 21, 2015 | By:                  
|                         | Name:                
|                         | Title:               



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Signature                  |  | Title                                  |  | Date          
|-------------------------- |  | -------------------------------------- |  | --------------
|                           |  |                                        |  |               
|/s/
    Richard Heddle     |  | President, Chief
    Executive Officer |  | April 21, 2015
|Richard Heddle             |  | (Principal Executive
    Officer) and  |  |               
|                           |  | Chairman of the
    Board of Directors |  |               
|                           |  |                                        |  |               
|/s/
    Philip J Bradley   |  | Director                               |  | April 21, 2015
|Philip J. Bradley          |  |                                        |  |               
|                           |  |                                        |  |               
|/s/
    Rahoul S. Banerjea |  | Chief Financial
    Officer            |  | April 21, 2015
|Rahoul S.
    Banerjea     |  | (Principal Financial
    Officer and   |  |               
|                           |  | Principal Accounting
    Officer)      |  |               



15







EXHIBIT
INDEX



|Exhibit No. |  | Description                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                            
|2.1         |  | Asset
    Purchase Agreement, dated February 10, 2012, by and between the Company and Big 3 Packaging LLC (Incorporated herein by reference
    to Exhibit 2.1 to our Current Report on Form 8-K filed on February 16, 2012).                              
|            |  |                                                                                                                                                                                                                                                            
|3.1         |  | Articles
    of Incorporation of the Company. (Incorporated by reference to Exhibit 3(a) to our Registration Statement on Form SB-2 filed
    on December 11, 2006).                                                                                       
|            |  |                                                                                                                                                                                                                                                            
|3.2         |  | Certificate
    of Amendment to Articles of Incorporation of the Company dated January 10, 2007 (Incorporated herein by reference to Exhibit
    3.1 to our Quarterly Report on Form 10-Q filed on August 9, 2012).                                        
|            |  |                                                                                                                                                                                                                                                            
|3.2         |  | Certificate
    of Amendment to Articles of Incorporation of the Company dated October 5, 2009 (Incorporated herein by reference to Exhibit
    3.1 to our Current Report on Form 8-K filed on October 6, 2009).                                           
|            |  |                                                                                                                                                                                                                                                            
|3.4         |  | Certificate
    of Amendment to Articles of Incorporation of the Company dated December 11, 2009 (Incorporated herein by reference to Exhibit
    3.2 to our Quarterly Report on Form 10-Q filed on August 9, 2012).                                       
|            |  |                                                                                                                                                                                                                                                            
|3.5         |  | Certificate
    of Amendment to Articles of Incorporation of the Company dated May 11, 2012 (Incorporated herein by reference to Exhibit 3.5
    to our Quarterly Report on Form 10-Q filed on August 9, 2012).                                            
|            |  |                                                                                                                                                                                                                                                            
|3.6         |  | Amended
    and Restated Bylaws of the Company (Incorporated herein by reference to Exhibit 3.2 to our Current Report on Form 8-K filed
    on December 31, 2012).                                                                                         
|            |  |                                                                                                                                                                                                                                                            
|3.7         |  | Certificate
    of Designation of Series A Super Voting Preferred Stock of the Company dated December 1, 2009 (Incorporated herein by reference
    to Exhibit 3.3 to our Quarterly Report on Form 10-Q filed on August 9, 2012).                          
|            |  |                                                                                                                                                                                                                                                            
|3.8         |  | Amendment
    to Certificate of Designation of Series A Super Voting Preferred Stock of the Company dated May 10, 2012 (Incorporated herein
    by reference to Exhibit 3.4 to our Quarterly Report on 10-Q filed on August 9, 2012).                      
|            |  |                                                                                                                                                                                                                                                            
|3.9         |  | Certificate
    of Correction to Certificate of Designation of Series A Super Preferred Voting Stock of the Company dated May 14, 2012 (Incorporated
    herein by reference to Exhibit 3.6 to our Quarterly Report on Form 10-Q filed on August 9, 2012). 
|            |  |                                                                                                                                                                                                                                                            
|3.10        |  | Certificate
    of Designation of Series B Convertible Preferred Stock of the Company dated December 24, 2012 (Incorporated herein by reference
    to Exhibit 3.1 to our Current Report on Form 8-K filed on December 31, 2012).                          
|            |  |                                                                                                                                                                                                                                                            
|3.11        |  | Certificate
    of Amendment to Certificate of Designation of Series B Convertible Preferred Stock of the Company dated January 11, 2013 (Incorporated
    herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on January 17, 2013).
|            |  |                                                                                                                                                                                                                                                            
|3.12        |  | Certificate
    of Withdrawal of Certificate of Designation of Series A Super Voting Preferred Stock of the Company dated June 3, 2014. (Incorporated
    herein by reference to our Annual Report on Form 10-K filed on June 4, 2014).                    



16







|3.13  |  | Certificate
    of Amendment to Articles of Incorporation of the Company dated June 24, 2014 (Incorporated by reference to our Current Report
    on Form 8-K filed on June 26, 2014).                                                                                
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                       
|3.14  |  | Certificate
    of Withdrawal of Certificate of Designation Series B Convertible Preferred Stock of the Company dated July 29, 2014 (Incorporated
    herein by reference to Exhibit 3.2 to our Quarterly Report filed on July 31, 2014)                              
|      |  |                                                                                                                                                                                                                                                                       
|10.1  |  | Form
    of Subscription Agreement (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January
    6, 2012).                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                       
|10.2  |  | Promissory
    Note, dated February 14, 2012, by Big 3 Packaging LLC in favor of the Company (Incorporated herein by reference to Exhibit
    10.1 to our Current Report on Form 8-K filed on February 16, 2012).                                                     
|      |  |                                                                                                                                                                                                                                                                       
|10.3  |  | Lease,
    dated December 1, 2011, between the Company and Avondale Stores Limited. (Incorporated herein by reference to Exhibit 10.5
    to our Annual Report on Form 10-K, filed on March 19, 2012)                                                                 
|      |  |                                                                                                                                                                                                                                                                       
|10.4  |  | Form
    of Warrant (Incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on January 6, 2012).                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                       
|10.5  |  | Form
    of Subscription Agreement (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May
    17, 2012).                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                       
|10.6  |  | 2012
    Long-Term Incentive Plan of the Company dated as of May 23, 2012 (Incorporated herein by reference to Appendix A of our Definitive
    Proxy Statement on Schedule 14A filed on June 20, 2012).                                                              
|      |  |                                                                                                                                                                                                                                                                       
|10.7  |  | Form
    of Incentive Stock Option Agreement pursuant to the 2012 Long-Term Incentive Plan of the Company (Incorporated herein by reference
    to Exhibit 10.4 to our Current Report on Form 8-K filed on October 19, 2012)                                          
|      |  |                                                                                                                                                                                                                                                                       
|10.8  |  | Form
    of Subscription Agreement (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December
    31, 2012).                                                                                                               
|      |  |                                                                                                                                                                                                                                                                       
|10.91 |  | Stipulation
    Agreement, dated August 8, 2013, between the Company, and certain settling parties signatory thereto (Incorporated herein
    by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2013).                                
|      |  |                                                                                                                                                                                                                                                                       
|10.10 |  | Subscription
    Agreement, dated August 29, 2013, between the Company and Richard Heddle (Incorporated herein by reference to Exhibit 10.1
    to our Current Report on Form 8-K filed on August 30, 2013).                                                          
|      |  |                                                                                                                                                                                                                                                                       
|10.11 |  | Secured
    Promissory Note, dated August 29, 2013, issued by the Company in favor of Richard Heddle (Incorporated herein by reference
    to Exhibit 10.2 to our Current Report on Form 8-K filed on August 30, 2013).                                               
|      |  |                                                                                                                                                                                                                                                                       
|10.12 |  | Warrant,
    dated August 29, 2013, issued by the Company in favor of Richard Heddle (Incorporated herein by reference to Exhibit 10.3
    to our Current Report on Form 8-K filed on August 30, 2013).                                                               
|      |  |                                                                                                                                                                                                                                                                       
|10.13 |  | Security
    Agreement, dated August 29, 2013, between the Company, Plastic2Oil of NY #1, LLC, JBI RE #1, Inc., Christiana Trust and Richard
    Heddle (Incorporated herein by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on August 30, 2013).
|      |  |                                                                                                                                                                                                                                                                       
|10.14 |  | Form
    of Subscription Agreement (Incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February
    24, 2014).                                                                                                               
|      |  |                                                                                                                                                                                                                                                                       
|10.15 |  | Form
    of Warrant (Incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on February 24, 2014).                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                       
|10.16 |  | Joint
    Venture and Services Agreement between the Company and RWH Marine Consulting dated February 12, 2010. (Incorporated herein
    by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed on June 24, 2014).                                     
|      |  |                                                                                                                                                                                                                                                                       
|10.17 |  | Unsecured
    Demand Promissory Note dated August 13, 2014 in favor of Richard Heddle (Incorporated herein by reference to Exhibit 10.1
    to our Quarterly Report filed on August 14, 2014).                                                                        



17







|10.18   |  | Subscription
    Agreement dated November 19, 2014 in favor of Heddle Marine Inc. (Incorporated herein by reference to Exhibit 10.1 to our
    Current Report on Form 8-K filed on November 20, 2014).     
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                            
|10.19   |  | 12%
    Secured Promissory Note dated November 19, 2014 in favor of Heddle Marine Inc. (Incorporated herein by reference to Exhibit
    10.2 to our Current Report on Form 8-K filed on November 20, 2014).
|        |  |                                                                                                                                                                                                            
|10.20   |  | Warrant
    dated November 19, 2014 in favor of Heddle Marine Inc. (Incorporated herein by reference to Exhibit 10.3 to our Current Report
    on Form 8-K filed on November 20, 2014).                    
|        |  |                                                                                                                                                                                                            
|10.21   |  | Equipment
    Supply Contract, dated January 4, 2014, by and between Plastic2Oil, Inc. and EcoNavigation, LLC. (1)                                                                                         
|        |  |                                                                                                                                                                                                            
|10.22   |  | Technology
    License and Referral Agreement, dated January 4, 2014, by and between Plastic2Oil, Inc. and EcoNavigation, LLC. (1)                                                                         
|        |  |                                                                                                                                                                                                            
|10.23   |  | Catalyst
    Supply Agreement, dated January 4, 2014, by and between Plastic2Oil, Inc. and EcoNavigation, LLC. (1)                                                                                         
|        |  |                                                                                                                                                                                                            
|10.24   |  | Monitoring,
    Maintenance, Repair and Upgrade Agreement, dated January 4, 2014, by and between Plastic2Oil, Inc. and EcoNavigation, LLC.
    (1)                                                         
|        |  |                                                                                                                                                                                                            
|21.1    |  | Subsidiaries
    of the Registrant. (1)                                                                                                                                                                    
|        |  |                                                                                                                                                                                                            
|        |  | Plastic2Oil
    RE ONE Inc., an Ontario, Canada corporation.                                                                                                                                               
|        |  | Plastic2Oil
    (Canada), Inc., an Ontario Canada corporation.                                                                                                                                             
|        |  | Plastic2Oil
    Marine, Inc. a Nevada corporation.                                                                                                                                                         
|        |  |                                                                                                                                                                                                            
|        |  | Javaco,
    Inc., an Ohio corporation.                                                                                                                                                                     
|        |  | PAK-IT,
    LLC a Florida corporation.                                                                                                                                                                     
|        |  | JBI
    CDE., a New York corporation.                                                                                                                                                                      
|        |  | Plastic2Oil
    of NY #1, LLC a New York corporation.                                                                                                                                                      
|        |  | JBI
    RE #1, Inc., a New York corporation.                                                                                                                                                               
|        |  |                                                                                                                                                                                                            
|23.1    |  | Consent
    of MNP LLP (1)                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                            
|23.2    |  | Consent
    of MSCM LLP (1)                                                                                                                                                                                
|        |  |                                                                                                                                                                                                            
|31.1    |  | Certification
    of our Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
    (1)                                                        
|        |  |                                                                                                                                                                                                            
|31.2    |  | Certification
    of our Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.
    (1)                                                        
|        |  |                                                                                                                                                                                                            
|32.1    |  | Certification
    of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002. (2)                                         
|        |  |                                                                                                                                                                                                            
|32.2    |  | Certification
    of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002. (2)                                         
|        |  |                                                                                                                                                                                                            
|101.INS |  | XBRL
    Instance Document. (2)                                                                                                                                                                            
|        |  |                                                                                                                                                                                                            
|101.SCH |  | XBRL
    Taxonomy Extension Schema Document. (2)                                                                                                                                                           
|        |  |                                                                                                                                                                                                            
|101.CAL |  | XBRL
    Taxonomy Extension Calculation Linkbase Document. (2)                                                                                                                                             
|        |  |                                                                                                                                                                                                            
|101.DEF |  | XBRL
    Taxonomy Extension Definition Linkbase Document. (2)                                                                                                                                              
|        |  |                                                                                                                                                                                                            
|101.LAB |  | XBRL
    Taxonomy Extension Label Linkbase Document. (2)                                                                                                                                                   
|        |  |                                                                                                                                                                                                            
|101.PRE |  | XBRL
    Taxonomy Extension Presentation Linkbase Document. (2)                                                                                                                                            



| | * | Certain
    Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it
    with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without
    the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) | Filed herewith.    
|--- | -------------------
|    |                    
|(2) | Furnished herewith.



18