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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 30, 2000
U.S. PLASTIC LUMBER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada 3080 87-0404343
(State of incorporation (Primary Standard Industrial (I.R.S. Employer
/organization) Classification Code Number) Identification No.)
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2300 W. Glades Road, Suite 440 W, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 561-394-3511
Former Name or Former Address if Changed Since Last Report: Not Applicable.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Filed herewith are the consents of the Independent Certified Public
Accountants to the incorporation by reference of their reports in
Registrant's Form 10-KSB for the year ended December 31, 1999 in
previously filed Registration Statements of Registrant on Forms S-3
(Registration Nos. 333-86533 and 333-76845), Form S-4 (Registration No.
333-84047), and Form S-8 (Registration No. 333-76277).
Exhibit Index:
1. Consent of Arthur Andersen LLP, independent certified public
accountants
2. Consent of Callahan & Company P.C, independent certified
public accountants
3. Consent of KPMG LLP, independent auditors
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
U.S. Plastic Lumber Corp.
(Registrant)
Date: April 6, 2000
By: /s/ John W. Poling
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John W. Poling, Vice President and
Chief financial Officer
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EXHIBITS
1. Consent of Arthur Andersen LLP, independent certified public
accountants
2. Consent of Callahan & Company P.C, independent certified
public accountants
3. Consent of KPMG LLP, independent auditors
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EXHIBIT 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report dated March 28, 2000 included in Form 10K, into the
previously filed Registration Statements of U.S. Plastic Lumber Corp. on Forms
S-3 (Registration Nos. 333-86533 and 333-76845), Form S-4 (Registration No.
333-84047), and Form S-8 (Registration No. 333-76277).
/s/ ARTHUR ANDERSEN LLP
Miami, Florida,
April 5, 2000.
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EXHIBIT 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
to the incorporation by reference therein of our report dated March 12, 1999, on
the financial statements of Barbella Environmental Technology, Inc. as of and
for the year ended December 31, 1998 included in the restated consolidated
financial statements of U.S. Plastic Lumber Corp. in its Form 10K filed with the
Securities and Exchange Commission on March 30,2000 and the incorporation by
reference of our report included in its Form 10K, into the previously filed
Registration Statements of U.S. Plastic Lumber Corporation on Forms S-3
(Registration Nos. 333-86533, 333-76845 and 333-32148), Form S-4 (Registration
No. 333-84047), and Form S-8 (Registration No. 333-76277).
/s/ CALLAHAN & COMPANY P.C.
Neptune New Jersey
April 5, 2000
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EXHIBIT 3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
U.S. Plastic Lumber Corp.:
We consent to incorporation by reference in the registration statements (No.
333-76845 and No. 333-86533) on Form S-3A, registration statement (No.
333-76277) on Form S-8, and registration statement (No. 333-84047) on Form S-4
of U.S. Plastic Lumber Corp. of our report dated March 28, 2000, relating to the
consolidated balance sheet of U.S. Plastic Lumber Corp. and subsidiaries as of
December 31, 1999, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the year then ended, which
report appears in the December 31, 1999, annual report on Form 10-KSB of U.S.
Plastic Lumber Corp.
/s/ KPMG LLP
Miami, Florida,
April 5, 2000.
