-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmxFpNP1XjelaR9RqLsKZRDrkElTl5ENdi0oFWbclnUE0YFmcf1fL5XV1fYZsAaG YV2bKCSxWuGzU2JUmeK3NQ== 0001019687-08-005587.txt : 20101228 0001019687-08-005587.hdr.sgml : 20101228 20081222180628 ACCESSION NUMBER: 0001019687-08-005587 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WASTE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000890447 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953977501 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1331 GEMINI STREET CITY: HOUSTON STATE: TX ZIP: 77058 BUSINESS PHONE: 866-660-8156 MAIL ADDRESS: STREET 1: 1331 GEMINI STREET CITY: HOUSTON STATE: TX ZIP: 77058 FORMER COMPANY: FORMER CONFORMED NAME: WORLD WASTE TECHNOLOGIES INC DATE OF NAME CHANGE: 20040830 FORMER COMPANY: FORMER CONFORMED NAME: VOICE POWERED TECHNOLOGY INTERNATIONAL INC DATE OF NAME CHANGE: 19940831 CORRESP 1 filename1.txt December 22, 2008 VIA FEDEX AND EDGAR Ms. Jennifer Hardy Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F Street, N.E. Washington, D.C. 20549-7010 Re: WORLD WASTE TECHNOLOGIES, INC. AMENDMENT NO. 3 TO PRELIMINARY INFORMATION STATEMENT ON SCHEDULE 14A FILED DECEMBER 5, 2008 FILE NO. 001-11476 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 FILED MARCH 31 2008 FILE NO. 001-11476 Dear Ms. Hardy: On behalf of World Waste Technologies, Inc., a California corporation ("WORLD WASTE" or the "COMPANY"), we have enclosed for filing Amendment No. 4 ("AMENDMENT NO. 4") to the above referenced Preliminary Proxy Statement on Schedule 14A (the "PROXY STATEMENT"), that was initially filed with the Securities and Exchange Commission (the "COMMISSION") on August 28, 2008. On a supplemental basis, we have also enclosed a copy of Amendment No. 4 that has been marked to show the changes that have been made to Amendment No. 3 to the Proxy Statement. By its letter dated December 12, 2008, the staff of the Commission (the "STAFF") provided World Waste with additional comments on the Proxy Statement and on World Waste's Form 10-K and Form 10-Q. We have set forth below the responses of World Waste to the Staff's comments. Ms. Jennifer Hardy December 22, 2005 Page 2 PRELIMINARY PROXY STATEMENT GENERAL 1. Please provide prominent, upfront disclosure about the recent reverse stock split and the amendment to the merger agreement. COMPANY RESPONSE The requested disclosure has been added to the introductory section of "Summary of the Proxy Statement." SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION, PAGE 92 2. We note your response to prior comment 7. It is not clear why you are presenting two sets of pro forma amounts as well as why the pro forma amounts do not agree to the amounts included in the pro forma financial information provided beginning on page F-91. For example your pro forma basic and diluted earnings per share for the year ended December 31, 2007 was $(0. 15) per share according to your pro forma financial information, which is not consistent with the amounts reported in the table on page 93. COMPANY RESPONSE Pro forma amounts are presented for the carve-out in order to enable the reader to follow the calculations of equivalent pro forma per-share information. The carve-out amounts are pro forma in that there were no shares outstanding in historical periods presented, as disclosed in the asterisked note. The earnings per share amounts in the F pages have been revised to be consistent with the selected unaudited pro forma combined financial information. Ms. Jennifer Hardy December 22, 2005 Page 3 FINANCIAL STATEMENTS VERTEX ENERGY, L.P., PAGE F-3 GENERAL 3. We note your response to prior comment 10. You state that each of the Black Oil and Refining and Marketing divisions have separate books. The books of the Black Oil division also reflect overhead related to the subsidiaries of Vertex LP that are not being transferred to Vertex Nevada in the merger and are not related to the Black Oil division operations, which is why the division financial statements were not used. It is unclear why you would not have used the division financial statements, with any necessary allocation of overhead expenses of the Parent company, as the historical financial statements and correspondingly reflected any necessary adjustments in arriving at pro forma financial statements. Please further advise or revise as necessary. COMPANY RESPONSE To clarify the statements made in the question asked above, on the whole, Vertex LP maintains "divisional" books and records for its numerous consolidating entities. One exception to this is the Black Oil general ledger, which reflects the Black Oil operations, other miscellaneous operations and parent general and administrative costs. The parent entity financial data was reflected on the Black Oil general ledger historically for internal convenience; there are no legal or reporting requirements to do so. Therefore, on a divisional basis, the financial statements are properly stated once these adjustments are made to reclassify parent and other subsidiary related items out of the Black Oil financial information. We used the term "carve-out" to indicate that such adjustments were made. We strongly believe that it is more relevant for our shareholders voting on the merger to see the historical information of the carve-out, rather than including costs and assets that have no relevance to the merging entity. Furthermore, the MD&A, which World Waste shareholders will be reviewing to cast their votes, should reflect the best representation possible of the company and operations that are party to the merger. It is for this reason that the carve-out was specifically audited and is included as such in the proxy statement. We believe that the current presentation is the most appropriate form of disclosure, given the purpose that these financial statements serve. The following table sets forth balances in the pre-carved-out entity, and the reconciliation to the carved out audited information. Please note that the first and second columns are unaudited. We believe that the table will be helpful in illustrating the extent of the line items and account balances that do not belong in the proxy statement, particularly with respect to the balance sheet. Although they would be adjusted out of any pro forma financial information, we believe it would be misleading to include these items in the audited financial statements, particularly when we have more accurate and clear carve-out information available. Ms. Jennifer Hardy December 22, 2005 Page 4 Black Oil, Refining, Parent and Other Elimination of Combined at Parent and Carve-out 12/31/2007 Other balances at 12/31/07 --------------- ------------- ------------- ASSETS Cash and cash equivalents $ 62,651 $ (10,000) $ 52,650 Investment 16,342 (16,342) -- Accounts receivable, net 1,641,267 -- 1,641,267 Accounts receivable-related parties 768,993 -- 768,993 Notes receivable, intercompany 4,979,526 (4,979,526) -- Inventory 2,189,690 (8,314) 2,181,376 Prepaid expenses 693,642 (47,867) 645,775 Property, plant and equipment 378,877 (378,877) -- Less: accumulated depreciation (209,791) 209,791 -- Other receivables 869,795 (869,795) -- --------------- ------------- ------------- Total Assets 11,390,991 (6,100,930) 5,290,061 LIABILITIES & PARTNERS' CAPITAL Accounts payable 4,099,540 (1,179,495) 2,920,045 Accounts payable-related parties 1,089,902 -- 1,089,902 Note payable-insurance 9,676 (9,676) -- Line of credit 2,051,786 (2,051,786) -- Due to related parties 436,296 (436,296) -- Notes payable 1,506,832 (1,506,832) -- Equipment loan 88,379 (88,379) -- Loan from investors 34,000 (34,000) -- Investment in partnerships 483,137 (483,137) -- --------------- ------------- ------------- Total Liabilities 9,799,547 (5,789,601) 4,009,947 Partners' capital 1,591,444 (311,330) 1,280,114 --------------- ------------- ------------- Total Liabilities and Partners' Capital $ 11,390,991 $ (6,100,931) $ 5,290,061 =============== ============= ============= Revenues $ 43,244,565 $ (3,401,625) $ 39,842,940 Revenues-related parties -- 2,181,559 2,181,559 Other revenue 102,186 (102,186) -- --------------- ------------- ------------- Total revenue 43,346,752 (1,322,253) 42,024,499 Cost of revenue 38,603,103 221,488 38,824,591 Gross profit 4,743,648 (1,543,740) 3,199,908 Selling, general and admin expense 1,801,874 (833,311) 968,563 Interest expense 239,548 (239,548) -- Loss on discontinued operations 194,614 (194,614) -- --------------- ------------- ------------- Total expenses 2,236,036 (1,267,473) 968,563 Net Income $ 2,507,612 $ (276,267) $ 2,231,345 =============== ============= =============
Ms. Jennifer Hardy December 22, 2005 Page 5 4. We note your response to prior comment 15. It appears that the entire Black Oil business is being transferred to Vertex Nevada, not just the operations related to one significant customer. If so, please revise your disclosures throughout the filing to clarify. COMPANY RESPONSE As requested, the disclosures have been revised throughout the filing. 5. We note your response to prior comment 20. Please provide similar disclosures throughout the filing, including in MD&A. COMPANY RESPONSE Similar disclosures have been added throughout the filing, including to the following sections: "Summary of the Proxy Statement- Interests of Vertex Nevada's Directors and Executive Officers in the Merger;" "The Merger-World Waste's Reasons for the Merger; Recommendation of World Waste's Board of Directors;" "The Merger-Interests of Vertex Nevada's Directors and Executive Officers in the Merger- Cowart Employment Agreement;" Management's Discussion and Analysis of Financial Condition and Results of Operations-Vertex Nevada-Potential Competition from Existing Principals of Vertex LP;" "Business of Vertex Nevada-Competitive Business Conditions" and the "Subsequent Events" footnote to Vertex Energy, LP's audited financial statements. Ms. Jennifer Hardy December 22, 2005 Page 6 STATEMENTS OF CASH FLOWS, PAGE F-7 6. We note your response to prior comment 21. Please advise why the cash flows associated with these derivative contracts were reflected in operating activities instead of in investing activities in accordance with SFAS 95. COMPANY RESPONSE The statement of cash flows has been revised so that the cash flows associated with the derivative contracts are reflected in investing activities in accordance with SFAS 95. VERTEX ENERGY, INC., PAGE F-36 GENERAL 7. Your disclosures on page F-60 indicate that a reverse stock split occurred on December 4, 2008. Please confirm that you have given retroactive effect to this reverse stock split in the financial statements and your disclosures throughout the filing and correspondingly provide disclosures to this effect. Please also advise why the audit report is not dual-dated given the reverse stock split. COMPANY RESPONSE The disclosures have been revised throughout the filing, including in the financial statements, to give retroactive effect to the reverse split. In addition, the audit report has been dual dated. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION, PAGE F-91 UNAUDITED PRO FORMA COMBINED BALANCE SHEET, PAGE F-92 8. Please clearly present the par value of each series of preferred and common stock. Your disclosures elsewhere throughout the filing indicate that the par value on the Vertex Energy, Inc. common stock is $0.001 per share. In this regard it is not clear how you arrived at a common stock amount of 88,365 based on 8,836,649 shares being issued and outstanding as of September 30, 2008. COMPANY RESPONSE The par values have been disclosed on the face of the unaudited pro forma combined balance sheet. The common stock and preferred stock aggregate par values have been revised to calculate consistently with their respective $0.001 par values. NOTE 4. EARNINGS (LOSS) PER SHARE, PAGE F-105 9. Please clearly show how you arrived at each earnings per share amount based on the amounts reported on the face of the pro forma statements of operations. It does not appear that the pro forma net income (loss) amounts divided by the weighted average number of shares equal the basic and diluted earnings per share amounts. Ms. Jennifer Hardy December 22, 2005 Page 7 COMPANY RESPONSE The per share amounts on the face of the pro forma statements of operations have been revised to be readily calculable. 10. Based on the description in note (e), a reader can determine how you arrived at the pro forma weighted average number of shares used in determining basic and diluted earnings per share for the nine months ended September 30, 2008. It is not clear how you arrived at the pro forma weighted average number of shares used in determining basic and diluted earnings per share for the year ended December 31, 2007. Please revise as necessary. COMPANY RESPONSE The pro forma weighted average number of shares used in determining basic and diluted earnings per share is the same for both periods presented. Both statements of operations contain references to note (e). APPENDIX F - FINANCIAL ADVISOR OPINION 11. Please delete the statement in the sixth paragraph on page F-2 that shareholders cannot rely on the fairness opinion. COMPANY RESPONSE The statement has been deleted. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007 GENERAL 12. Please address the above comments in your future filings as applicable. COMPANY RESPONSE Noted. Ms. Jennifer Hardy December 22, 2005 Page 8 FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2008 GENERAL 13. Please address the above comments in your interim filings as well. COMPANY RESPONSE Noted. * * * In addition to effecting the changes discussed above, World Waste has made various other changes and has endeavored to update the information in the Proxy Statement. Please direct questions regarding this response letter to the undersigned at 310-789-1255. Very truly yours, /s/ Lawrence P. Schnapp LPS/wp -----END PRIVACY-ENHANCED MESSAGE-----