10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

OR

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

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number 000-53619

———————

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

———————

NEVADA	94-3439569
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
1331 GEMINI STREET SUITE 250 HOUSTON, TEXAS	77058
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 866-660-8156

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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the 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

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 16,743,290 shares of common stock issued and outstanding as of November 13, 2012.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Vertex Energy, Inc.’s (the “Company’s”) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, which was originally filed with the Securities and Exchange Commission on November 14, 2012 (the “Form 10-Q”), is solely to update and correct certain information presented in Exhibit 101 to the Form 10-Q.

While the disclosures included in the text of the Form 10-Q were correct and accurate when filed, certain information contained in the Company’s XBRL (eXtensible Business Reporting Language) information filed as Exhibit 101 to the Form 10-Q, which information was included in accordance with Rule 405 of Regulation S-T, was not complete, included errors and failed to include all of the disclosures included in the financial statements and footnotes as presented in the text of the Form 10-Q for the quarterly period ended September 30, 2012, as originally filed.

The attached Exhibit 101 to this report provides the corrected and updated consolidated financial statements and related notes filed in the original Form 10-Q formatted in XBRL. The XBRL information filed in the original Form 10-Q should be disregarded.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q and does not modify or update in any way disclosures made in the original Form 10-Q, except as to the XBRL information.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6.  Exhibits

See “Exhibit Index”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	VERTEX ENERGY, INC.
Date: November 14, 2012	By: /s/ Benjamin P. Cowart
	Benjamin P. Cowart
	Chief Executive Officer
	(Principal Executive Officer)
Date: November 14, 2012	By: /s/ Chris Carlson
	Chris Carlson
	Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description of Document
2.1(1)	Unit Purchase Agreement by and among Vertex Energy, Inc., Vertex Acquisition Sub, LLC, Vertex Holdings, L.P. and B & S Cowart Family L.P. dated as of August 14, 2012
2.2(2)	First Amendment to Unit Purchase Agreement by and among Vertex Energy, Inc., Vertex Acquisition Sub, LLC, Vertex Holdings, L.P. and B & S Cowart Family L.P. dated as of September 11, 2012
3.1(3)	Articles of Incorporation (and amendments thereto) of Vertex Energy, Inc.
3.2(4)	Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of Vertex Energy, Inc.'s Series A Convertible Preferred Stock.
3.3(3)	Bylaws of Vertex Energy, Inc.

10.1(3) Employment Agreement with Benjamin P. Cowart effective April 16, 2009***

10.2(3)	Employment Agreement with Matthew Lieb effective April 16, 2009 ***
10.3(6)	Loan Agreement with Bank of America dated September 16, 2010
10.4(6)	Security Agreement with Bank of America dated September 16, 2010
10.5(7)(+)	Tolling (Processing) Agreement with KMTEX effective July 1, 2009
10.6(7)(+)	First Amendment to Processing Agreement with KMTEX effective July 1, 2010
10.7(7)	Amended and Restated Employment Agreement with Chris Carlson dated March 29, 2011 and effective April 1, 2010***
10.8(7)	First Amendment to Employment Agreement with Benjamin P. Cowart dated March 25, 2011 and effective as of December 15, 2010***
10.9(7)	First Amendment to Employment Agreement with Matt Lieb dated February 1, 2011 and effective March 28, 2011***
10.10(8)	Addendum to The Employment Agreement Between Vertex Energy, Inc. and Greg Wallace dated July 5, 2011***
10.11*	Second Addendum to The Employment Agreement Between Vertex Energy, Inc. and Greg Wallace - June 2012***
10.12*	Employment Agreement with John Strickland - July 2012***
10.13(2)	Credit Agreement between Vertex Energy, Inc. and Bank of America, N.A. dated August 31, 2012
10.14(2)	$10,000,000 Revolving Note by Vertex Energy, Inc. in favor of Bank of America, N.A. dated August 31, 2012

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10.15(2)	$8,500,000 Term Note by Vertex Energy, Inc. in favor of Bank of America, N.A. dated August 31, 2012
10.16(2)	Security Agreement with Bank of America, N.A. dated August 31, 2012
10.17(2)	Corporate Guaranty in favor of Bank of America, N.A. dated August 31, 2012
10.18*	First Amendment to Credit Agreement between Vertex Energy, Inc. and Bank of America, N.A. dated August 31, 2012
10.19*	Non-Competition and Non-Solicitation Agreement by Vertex Holdings, L.P., B & S Cowart Family L.P., Benjamin P. Cowart, Chris Carlson and Greg Wallace in favor of Vertex Energy, Inc., dated August 31, 2012***
10.20*	Second Addendum to Employment Agreement with Benjamin P. Cowart, dated August 31, 2012***
10.21*	First Addendum to Amended and Restated Employment Agreement with Chris Carlson, dated August 31, 2012***
31.1#	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2#	Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1#	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2#	Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
99.1(3)	Glossary of Selected Terms
101.INS++	XBRL Instance Document
101.SCH++	XBRL Taxonomy Extension Schema Document
101.CAL++	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF++	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB++	XBRL Taxonomy Extension Label Linkbase Document
101.PRE++	XBRL Taxonomy Extension Presentation Linkbase Document

# Filed herewith.

* Previously filed as exhibits to the Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30, 2012, filed with the Commission on November 14, 2012.

*** Indicates management contract or compensatory plan or arrangement.

(1) Filed as an exhibit to the Company’s Report on Form 8-K, filed with the Commission on August 15, 2012, and incorporated herein by reference (File No. 000-53619).

(2) Filed as an exhibit to the Company’s Report on Form 8-K, filed with the Commission on September 22, 2012, and incorporated herein by reference (File No. 000-53619).

4

(3) Filed as an exhibit to the registrant’s Report on Form 8-K/A. filed with the Commission on June 26, 2009, and incorporated herein by reference (File No. 000-53619).

(4) Filed as an exhibit to the registrant’s Report on Form 8-K, filed with the Commission on July 16, 2010, and incorporated herein by reference (File No. 000-53619).

(5) Filed as an exhibit to the registrant’s Report on Form 8-K, filed with the Commission on July 31, 2009, and incorporated herein by reference (File No. 000-53619).

(6) Filed as an exhibit to the registrant’s Report on Form 8-K, filed with the Commission on September 24, 2010, and incorporated herein by reference (File No. 000-53619).

(7) Filed as an exhibit to the registrant’s Report on Form 10-K, filed with the Commission on March 31, 2011, and incorporated by reference herein (File No. 000-53619).

(8) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 1, 2011, and incorporated herein by reference (File No. 000-53619).

+ Certain portions of these documents as filed herewith (which portions have been replaced by "X's") have been omitted in connection with a request for Confidential Treatment.   This entire exhibit including the omitted confidential information has been filed separately with the Commission.

++ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

5

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin P. Cowart, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Vertex Energy, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2012	By:	/s/ Benjamin P. Cowart
		Benjamin P. Cowart Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chris Carlson, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Vertex Energy, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2012
	By:	/s/ Chris Carlson
		Chris Carlson
		Chief Financial Officer (Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SS. 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vertex Energy, Inc. (the "Company") on Form 10-Q/A for the period ended September 30, 2012, as filed with the Securities and Exchange Commission (the "Report"), I, Benjamin P. Cowart, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2012	/s/ Benjamin P. Cowart
	Benjamin P. Cowart
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SS. 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vertex Energy, Inc. (the "Company") on Form 10-Q/A for the period ended September 30, 2012, as filed with the Securities and Exchange Commission (the "Report"), I, Chris Carlson, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2012	/s/ Chris Carlson
	Chris Carlson
	Chief Financial Officer (Principal Accounting Officer)

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ACQUISITION (Details 2) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Notes to Financial Statements
Revenue	$ 32,474,000	$ 37,837,000	$ 109,943,000	$ 84,504,000
Cost of goods sold	27,395,000	33,097,000	96,491,000	69,756,000
Gross profit	5,079,000	4,741,000	13,452,000	14,748,000
Selling, general and administrative expenses	2,367,000	2,531,000	7,645,000	6,346,000
Income from operations			5,807,000	8,402,000
Other income and expense			(768,000)	(727,000)
Net income	$ 2,711,000	$ 2,209,000	$ 5,039,000	$ 7,675,000
Earnings per common share-Basic	$ 0.30	$ 0.18	$ 0.50	$ 0.88
Earnings per common share-Diluted	$ 0.17	$ 0.13	$ 0.35	$ 0.53

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COMMON STOCK (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Notes to Financial Statements
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	15,315,208	9,414,926
Common stock, shares outstanding	15,315,208	9,414,926
Preferred stock converted to common stock, shares	1,293,492
Warrants and options exercised, shares	57,500
Warrants and options exercised, value	$ 93,875
Options to purchase shares, exercised gross	15,000
Options to purchase shares, exercised net	3,835
Options to purchase shares, value	$ 23,250
Restricted shares issued for acquisition	4,545,455

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CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2011
Notes to Financial Statements
FDIC insurance amount	$ 250,000
Percentage of purchases of goods and services	11.00%
Line of credit	6,000,000		1,000,000
Net operating losses acquired as a result of a merger	42,000,000
NOL utilized		6,600,000
NOL remaining balance		35,400,000
NOL expected to be utilized	2,000,000
Change in valuation allowance		$ 2,378,000

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SUBSEQUENT EVENTS (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012
Line of credit, available	$ 10,000,000
Line of credit, balance	0
Preferred stock converted to common stock, shares	1,293,492
Warrants and options exercised, shares	57,500
Warrants and options exercised, value	93,875
Subsequent Events
Line of credit, available	10,000,000
Line of credit, balance	5,500,000
Line of credit, remaining capacity	4,500,000
Preferred stock converted to common stock, shares	1,432,082
Warrants and options exercised, shares	5,000
Warrants and options exercised, value	$ 2,250

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ACQUISITION (Details) (USD $)	Sep. 30, 2012	Aug. 31, 2012
Notes to Financial Statements
Cash and cash equivalents		$ 663,000
Accounts receivable		1,853,000
Inventory		13,000
Prepaid insurance		61,000
Property, plant and equipment		8,659,000
Land		1,995,000
Other assets		32,000
Intangible assets		14,212,000
Goodwill		3,516,000
Total identifiable net assets		31,004,000
Total liabilities assumed		(2,213,000)
Total purchase price	$ 28,791,000	$ 28,791,000

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NOTES PAYABLE

9 Months Ended

Sep. 30, 2012

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 4. NOTES PAYABLE

In September 2010, the Company entered into a loan agreement and obtained a line of credit with Bank of America Merrill Lynch. On March 30, 2012, Bank of America renewed the line of credit through March 31, 2014. The balance on the line of credit was $0 at September 30, 2012. The loan agreement is guaranteed by CMT, a related party of the Company.  The most restrictive covenants of the loan require an interest coverage ratio of at least 1.5 to 1 and a Funded Debt to EBITDA ratio not to exceed 2 to 1. This line of credit was replaced with the new agreement dated September 2012, described below.

In September 2012, the Company entered into a credit agreement with Bank of America. Pursuant to the agreement, Bank of America agreed to loan the Company $8,500,000 in the form of a term loan and the lender agreed to provide the Company with an additional $10,000,000 in the form of a revolving line of credit, which is expected to be used for feedstock purchases and general corporate purposes. The line of credit bears interest at the option of the Company of either the lender's prime commercial lending rate in effect or the Bank of America LIBOR rate plus 2.75%.  Accrued and unpaid interest on the revolving note is due and payable monthly in arrears and all amounts outstanding under the revolving note are due and payable on August 31, 2014.  The balance on the revolving line of credit is $6,000,000 at September 30, 2012.

Amounts borrowed under the term note bear interest at the option of the Company of either the lender's prime commercial lending rate then in effect or the Bank of America LIBOR rate plus 2.75%.  Accrued and unpaid interest on the term note is due and payable monthly in arrears and all amounts outstanding under the term note are due and payable on August 31, 2015.  Additionally, payments of principal in the amount of $141,666.67 are due and payable on the term note monthly in arrears on the last day of each month and continuing until the maturity date.  The balance of the term loan is $8,500,000 at September 30, 2012.

The financing arrangement discussed above is secured by all of the assets of the Company.  The loan contains certain restrictive covenants including a Fixed Charge Coverage Ratio, as defined in the agreement , of at least 1.25 to 1.00, Senior Funded Debt to EBITDA Ratio, as defined in the agreement, not to exceed 2.00 to 1.00 and a Minimum Net Worth, as defined in the agreement, of at least $10,000,000. The Company believes it was in compliance of all aspects of the agreement at September 30, 2012.

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STOCK BASED COMPENSATION (Details) (USD $)	9 Months Ended
	Sep. 30, 2012
Notes to Financial Statements
Outstanding, beginning - Shares	3,073,334
Options exercised - Shares	(60,000)
Options cancelled/forfeited/expired - Shares	(294,167)
Options granted - Shares	225,000
Outstanding, ending - Shares	2,944,167
Vested - Shares	2,216,049
Exercisable - Shares	2,216,049
Outstanding, beginning - Weighted Average Exercise Price	$ 5.46
Options exercised - Weighted Average Exercise Price	$ (1.55)
Options cancelled/forfeited/expired - Weighted Average Exercise Price	$ (1.21)
Options granted - Weighted Average Exercise Price	$ 1.91
Outstanding, ending - Weighted Average Exercise Price	$ 5.69
Vested - Weighted Average Exercise Price	$ 6.96
Exercisable - Weighted Average Exercise Price	$ 6.96
Outstanding, beginning - Weighted Average Remaining Contractual Life (in Years)	7 years
Options granted - Weighted Average Remaining Contractual Life (in Years)	10 years
Outstanding, ending - Weighted Average Remaining Contractual Life (in Years)	6 years 9 months
Vested - Weighted Average Remaining Contractual Life (in Years)	6 years 1 month
Exercisable - Weighted Average Remaining Contractual Life (in Years)	6 years 1 month
Outstanding, beginning - Grant Date Fair Value	$ 990,995
Options exercised - Grant Date Fair Value	(3,439)
Options cancelled/forfeited/expired - Grant Date Fair Value	$ (38,878)
Options granted - Grant Date Fair Value	$ 197,146
Outstanding, ending - Grant Date Fair Value	1,145,824
Vested - Grant Date Fair Value	661,966
Exercisable - Grant Date Fair Value	$ 661,966

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STOCK BASED COMPENSATION (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Notes to Financial Statements
Stock based compensation expense	$ 124,626	$ 94,358

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STOCK BASED COMPENSATION (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2012
Notes to Financial Statements
Outstanding, beginning - Shares	1,245,311
Warrants exercised - Shares	(12,500)
Warrants cancelled/forfeited/expired - Shares	(11,377)
Outstanding, ending - Shares	1,221,434
Vested - Shares	1,198,532
Exercisable - Shares	1,198,532
Outstanding, beginning - Weighted Average Exercise Price	$ 12.48
Warrants exercised - Weighted Average Exercise Price	$ (1.75)
Warrants cancelled/forfeited/expired - Weighted Average Exercise Price	$ (25.00)
Outstanding, ending - Weighted Average Exercise Price	$ 12.47
Vested - Weighted Average Exercise Price	$ 12.69
Exercisable - Weighted Average Exercise Price	$ 12.69
Outstanding, beginning - Weighted Average Remaining Contractual Life (in Years)	1 year 5 months
Warrants exercised - Weighted Average Remaining Contractual Life (in Years)	3 years 6 months
Outstanding, ending - Weighted Average Remaining Contractual Life (in Years)	0 years 10 months
Vested - Weighted Average Remaining Contractual Life (in Years)	0 years 10 months
Exercisable - Weighted Average Remaining Contractual Life (in Years)	0 years 10 months
Outstanding, beginning - Grant Date Fair Value	$ 142,065
Warrants exercised - Grant Date Fair Value	$ (5,601)
Warrants cancelled/forfeited/expired - Grant Date Fair Value	$ (652)
Outstanding, ending - Grant Date Fair Value	$ 135,812
Vested - Grant Date Fair Value	$ 133,722
Exercisable - Grant Date Fair Value	$ 133,722

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EARNINGS (LOSS) PER SHARE (Details Narrative)	9 Months Ended
	Sep. 30, 2012
Notes to Financial Statements
Options to purchase	1,769,869
Warrants to purchase	1,065,203

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CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES

NOTE 3. CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES

The Company has concentrated credit risk for cash by maintaining deposits in one bank.  These balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  From time to time during the nine months ended September 30, 2012, the Company’s cash balances exceeded the federally insured limits. No losses have been incurred relating to this concentration.

At September 30, 2012 and 2011 and for each of the nine months then ended, the Company’s revenues and receivables were comprised of the following customer concentrations:

	2012		2011
	% of	% of	% of	% of
	Revenues	Receivables	Revenues	Receivables
Customer 1	40%	0%	48%	46%
Customer 2	14%	11%	12%	16%
Customer 3	5%	4%	10%	7%
Customer 4	11%	1%	10%	0%
Customer 5	4%	0%	1%	15%
Customer 6	15%	56%	5%	13%

The Company purchases goods and services from two companies that represented 11% and 11% of total purchases for the nine months ended September 30, 2012.

The Company has had various debt facilities available for use, of which there was $6,000,000 and $1,000,000 outstanding as of September 30, 2012 and 2011, respectively. See Note 4 for further details.

The Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing prices for petroleum-based products.  Historically, the energy markets have been very volatile, and there can be no assurance that these prices will not be subject to wide fluctuations in the future.  A substantial or extended decline in such prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, and access to capital and on the quantities of petroleum-based product that the Company can economically produce.

The Company, in its normal course of business, is involved in various other claims and legal action.  In the opinion of management, the outcome of these claims and actions will not have a material adverse impact upon the financial position of the Company.

We intend to take advantage of any potential tax benefits related to net operating losses (“NOLs”) acquired as part of the Company’s April 2009 merger with World Waste Technologies, Inc. (“World Waste”).  As a result of the merger we acquired approximately $42 million of net operating losses that may be used to offset taxable income generated by the Company in future periods.

It is possible that the Company may be unable to use these NOLs in their entirety.  The extent to which the Company will be able to utilize these carry-forwards in future periods is subject to limitations based on a number of factors, including the number of shares issued within a three-year look-back period, whether the merger is deemed to be a change in control, whether there is deemed to be a continuity of World Waste’s historical business, and the extent of the Company’s subsequent income. As of December 31, 2011, the Company had utilized approximately $6.6 million of these NOLs leaving approximately $35.4 million of potential NOLs of which we expect to utilize approximately $2 million for the nine months ended September 30, 2012. The Company recorded a change in the valuation allowance as of September 30, 2012 for approximately $2,378,000.

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EARNINGS (LOSS) PER SHARE (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Notes to Financial Statements
Income available to common shareholders			$ 3,520,916	$ 3,635,061
Weighted-average shares outstanding	12,255,372	9,187,227	10,085,206	8,722,642
Basic earnings per share	$ 0.17	$ 0.11	$ 0.35	$ 0.42
Income	$ 2,105,668	$ 1,028,225	$ 3,520,916	$ 3,635,061
Effect of dilutive securities
Stock options and warrants			1,140,337	1,329,073
Preferred stock			3,133,147	4,452,167
Diluted weighted-average shares outstanding	16,484,023	15,851,393	14,358,691	14,503,882
Diluted earnings per share	$ 0.13	$ 0.06	$ 0.25	$ 0.25

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CONTINGENT CONSIDERATION (Details Narrative) (USD $)	Sep. 30, 2012
Notes to Financial Statements
Annual payment for contingent consideration	$ 2,233,000
Total amount of contingent consideration	$ 4,711,000

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CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 1,151,016	$ 675,188
Accounts receivable, net	8,362,742	5,436,006
Accounts receivable- other	127,162
Accounts receivable- related party		2,459
Inventory	6,507,217	6,408,780
Prepaid expenses and other current assets	221,817	151,821
Total current assets	16,369,954	12,674,254
Noncurrent assets
Goodwill	3,515,977
Licensing agreement, net		1,929,549
Fixed assets, net	10,770,902	124,168
Intangible assets	16,255,000
Deferred federal income tax	3,669,000	2,006,000
Total noncurrent assets	34,210,879	4,059,717
TOTAL ASSETS	50,580,833	16,733,971
Current liabilities
Accounts payable and accrued expenses	10,055,679	6,464,193
Accounts payable-related party	917,519	620,724
Current portion of long-term debt	1,748,023
Deposits		235,557
Total current liabilities	12,721,221	7,320,474
Long-term liabilities
Long-term debt	6,860,948
Contingent consideration	4,711,000
Line of credit	6,000,000
Deferred federal income tax	100,000	76,000
Total liabilities	30,393,169	7,396,474
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized Series A Convertible Preferred stock, $0.001 par value, 5,000,000 authorized and 3,133,147 and 4,426,639 issued and outstanding at September 30, 2012 and December 31, 2011, respectively	3,133	4,427
Common stock, $0.001 par value per share; 750,000,000 shares authorized; 15,315,208 and 9,414,926 issued and outstanding at September 30, 2012 and December 31, 2011, respectively	15,315	9,415
Additional paid-in capital	10,644,033	3,319,388
Retained earnings	9,525,183	6,004,267
Total stockholders' equity	20,187,664	9,337,497
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 50,580,833	$ 16,733,971

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2012

Basis Of Presentation

BASIS OF PRESENTATION

NOTE 1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements of Vertex Energy, Inc. (the “Company,” or “Vertex Energy”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual consolidated financial statements as filed with the SEC on Form 10-K on March 29, 2012 (the “Form 10-K”).  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform to current period presentation. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2011 as reported in Form 10-K, have been omitted.

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LICENSING AGREEMENT (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Notes to Financial Statements
Capitalized development costs	$ 209,062	$ 232,214
Amortization expense	$ 95,478	$ 108,212

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ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

Fair Values at Purchase Date

	(in thousands)
Cash and cash equivalents	$	663
Accounts receivable		1,853
Inventory		13
Prepaid expenses		61
Property, plant and equipment		8,659
Land		1,995
Other assets		32
Intangible assets		14,212
Goodwill		3,516
Total identifiable net assets		31,004
Less liabilities assumed	$	(2,213	)
Total purchase price		28,791

Amortizable Intangible Assets

The following table summarizes the cost of amortizable intangible assets related to the acquisition of Vertex Holdings:

	Estimated Cost (in thousands)		Useful life (years)
Customer relations	$	343		5
Vendor relations		4,064		10
H&H Oil Trademark/Trade name		775		16
TCEP Technology/Patent		8,957		15
Non-competes		73		3
Total	$	14,212

Pro-Forma Results of Operations

	Three Months Ended				Nine Months Ended
	September 30, 2012		September 30, 2012		September 30, 2012			September 30, 2011
Revenue	$	32,474	$	37,837	$	109,943		$	84,504
Cost of goods sold		27,395		33,097		96,491			69,756
Gross profit		5,079		4,741		13,452			14,748
Selling, general and administrative expenses		2,367		2,531		7,645			6,346
Income from operations		-		-		5,807			8,402
Other income and expense		-		-		(768	)		(727	)
Net income		2,711		2,209		5,039			7,675
Earnings per common share-Basic		0.30		0.18		0.50			0.88
Earnings per common share-Diluted		0.17		0.13		0.35			0.53

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ACQUISITION (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Aug. 31, 2012
Notes to Financial Statements
Acquisition, Percent acquired	100.00%		100.00%
Acquisition, cash paid	$ 16,500,000		$ 16,500,000
Working capital adjustment			467,000
Restricted shares issued for acquisition			7,113,000
Restricted shares issued for acquisition, shares			4,545,455
Acquisition related expenses	1,154,612		1,154,612
Total purchase price	28,791,000		28,791,000		28,791,000
Total amount of contingent consideration	$ 4,711,000		$ 4,711,000

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RELATED PARTIES (Details Narrative) (USD $)	3 Months Ended		9 Months Ended				3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Office Space	Sep. 30, 2012 Black Oil Storage facility bbl	Mar. 31, 2011 TCEP Storage facility bbl	Sep. 30, 2012 TCEP Storage facility bbl
Revenues from related parties				$ 17,978
Inventory purchases from related parties			9,569,772	9,632,599
Process costs incurred			6,198,582	5,204,117
Processing cost per gallon	0.40		0.40
Storage capacity of leased property						30,000	45,000
Monthly lease expense					$ 6,600	$ 22,500	$ 45,000	$ 49,500
Increase in leased property capacity								3,000

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RELATED PARTIES

9 Months Ended

Sep. 30, 2012

Related Parties

RELATED PARTIES

NOTE 2.  RELATED PARTIES

Prior to the Acquisition (described below in Note 10), the Company had numerous transactions with Vertex Holdings, L.P., formerly Vertex Energy, L.P. (also defined herein as the “Partnership” or “Vertex LP”), including the lease of the Partnership’s storage facility, subletting of office space, transportation of feedstock to re-refiners and the Company’s storage facility, and delivery from the Company’s re-refinery to end customers. The pricing under these contracts is with certain wholly-owned subsidiaries of the Partnership and is priced at market, and is reviewed periodically from time to time by the Board of Director’s Related Party Transaction committee.  The Related Party Transaction committee includes at least two independent directors and will review and pre-approve any and all related party transactions. See Note 10 for additional details on the Acquisition.

The consolidated financial statements include revenues from related parties of $0 and $17,978 and inventory purchases from related parties of $9,569,772 and $9,632,599 for the nine months ended September 30, 2012 and 2011, respectively.  The Company also incurred process costs of $6,198,582 and $5,204,117 for the nine months ended September 30, 2012 and 2011, respectively.  The costs arise from the Thermal Chemical Extraction Process (“TCEP”) operating agreement with CMT (which entity was acquired as part of the Acquisition), whereby we paid up to $0.40 per gallon of processing costs.  In the past, both parties have agreed to share increased costs.

The Company subleased office space from Vertex L.P. Rental payments under the lease were $6,600 per month and the lease was to expire in June 2013 (the lease was acquired as part of the Acquisition).

The Company leased approximately 30,000 barrels in storage capacity for its Black Oil division at Cedar Marine Terminal, located in Baytown, Texas.  The monthly lease expense was $22,500 and the lease expired in March 2011; however, the parties agreed to an extension of the lease with the same terms and conditions, through June 2012.  CMT was acquired as part of the Acquisition.

The Company leased approximately 45,000 barrels in storage capacity for its TCEP division at CMT, located in Baytown, Texas.  The monthly lease expense was $45,000 and the lease expired in March 2011; however, the parties agreed to an extension of the leases with the same terms and conditions, through August 2012, other than an increase in the monthly lease expense to $49,500 in consideration for an additional rental of 3,000 barrels of capacity. CMT was acquired as part of the Acquisition

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CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	15,315,208	9,414,926
Common stock, shares outstanding	15,315,208	9,414,926
Series A Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	3,133,147	4,426,639
Preferred stock, shares outstanding	3,133,147	4,426,639

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SEGMENT REPORTING

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 12.  SEGMENT REPORTING

The Company’s reportable segments include the Black Oil and Refining & Marketing divisions.  Segment information for the nine months ended September 30, 2012 and 2011, are as follows:

NINE MONTHS ENDED SEPTEMBER 30, 2012
				Refining &
	Black Oil			Marketing		Total
Revenues	$	25,841,948		$	76,474,754	$	102,316,702
Income from operations	$	(830,048	)	$	2,770,757	$	1,940,709
Total Assets	$	22,620,722		$	27,960,111	$	50,580,833
NINE MONTHS ENDED SEPTEMBER 30, 2011
				Refining &
	Black Oil			Marketing		Total
Revenues	$	15,101,466		$	63,299,623	$	78,401,089
Income from operations	$	330,072		$	3,408,489	$	3,738,561

THREE MONTHS ENDED SEPTEMBER 30, 2012
				Refining &
	Black Oil			Marketing		Total
Revenues	$	7,317,484		$	28,878,086	$	36,195,570
Income (loss) from operations	$	(1,401,764	)	$	1,820,642	$	418,878

THREE MONTHS ENDED SEPTEMBER 30, 2011
			Refining &
	Black Oil		Marketing		Total
Revenues	$	6,253,317	$	24,048,009	$	30,301,326
Income from operations	$	290,823	$	743,995	$	1,034,818

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 13, 2012
Document And Entity Information
Entity Registrant Name	Vertex Energy Inc.
Entity Central Index Key	0000890447
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	true
Amendment description	The purpose of this Amendment No. 1 to Vertex Energy Inc.'s (the "Company's") Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, which was originally filed with the Securities and Exchange Commission on November 14, 2012 (the "Form 10-Q"), is solely to update and correct certain information presented in Exhibit 101 to the Form 10-Q.
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,743,290
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2012

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

Subsequent to September 30, 2012, the available credit on the line of credit is $10,000,000.  As of November 9, 2012, the outstanding balance drawn on the line of credit is $5,500,000  leaving an available balance for draw downs of $4,500,000.

Subsequent to the nine months ended September 30, 2012 and through November 9, 2012, a total of 1,432,082 shares of the Company's Series A Preferred Stock were converted into shares of our common stock on a one-for-one basis and warrants and options to purchase 5,000 shares of the Company's common stock were exercised for cash proceeds of $2,250.

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Statement of Cash Flows [Abstract]
Revenues	$ 36,195,570	$ 30,301,326	$ 102,316,702	$ 78,383,111
Revenues - related parties				17,978
[Revenues]	36,195,570	30,301,326	102,316,702	78,401,089
Cost of revenues	33,011,934	28,268,785	95,497,261	71,632,067
Gross profit	3,183,636	2,032,541	6,819,441	6,769,022
Selling, general and administrative expenses (exclusive of acquisition related expenses)	1,610,146	997,723	3,724,120	3,030,461
Acquisition related expenses	1,154,612		1,154,612
Total selling, general and administrative expenses	2,764,758	997,723	4,878,732	3,030,461
Income from operations	418,878	1,034,818	1,940,709	3,738,561
Other income (expense)
Interest income	949		1,582
Interest expense	(28,972)	(3,593)	(29,016)	(57,811)
Total other income (expense)	(28,023)	(3,593)	(27,434)	(57,811)
Income before income tax	390,855	1,031,225	1,913,275	3,680,750
Income tax (expense) benefit	1,714,813	(3,000)	1,607,641	(45,689)
Net income	$ 2,105,668	$ 1,028,225	$ 3,520,916	$ 3,635,061
Earnings per common share
Basic	$ 0.17	$ 0.11	$ 0.35	$ 0.42
Diluted	$ 0.13	$ 0.06	$ 0.25	$ 0.25
Shares used in computing earnings per share
Basic	12,255,372	9,187,227	10,085,206	8,722,642
Diluted	16,484,023	15,851,393	14,358,691	14,503,882

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COMMON STOCK

9 Months Ended

Sep. 30, 2012

Common Stock

COMMON STOCK

NOTE 7. COMMON STOCK

The total number of authorized shares of the Company’s common stock is 750,000,000 shares, $0.001 par value per share. As of September 30, 2012, there were 15,315,208 common shares issued and outstanding.

During the nine months ending September 30, 2012, 1,293,492 shares of the Company's Series A Preferred Stock were converted into 1,293,492 shares of the Company's common stock; warrants and options to purchase 57,500 shares of our common stock were exercised for cash proceeds of $93,875; options to purchase 15,000 shares of common stock were exercised for a net of 3,835 shares of common stock (when adjusting for a cashless exercise of such options and the payment, in shares of common stock, of an aggregate exercise price of $23,250 in connection with such exercises) and 3,835 shares of common stock were issued to the option holder in connection with such exercises; and 4,545,455 restricted shares were issued as consideration for the Acquisition, described in Note 10.

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EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2012

Earnings per common share

EARNINGS (LOSS) PER SHARE

NOTE 6. EARNINGS (LOSS) PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the periods presented. The calculation of basic earnings per share for the nine months ended September 30, 2012 includes the weighted average of common shares outstanding.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity, such as convertible preferred stock, stock options, warrants or convertible securities.  The calculation of diluted earnings per share for the nine months ended September 30, 2012 does not include options to purchase 1,769,869 shares and warrants to purchase 1,065,203 shares due to their anti-dilutive effect.

The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the nine months ended September 30, 2012 and 2011:

	2012		2011
Basic Earnings per Share
Numerator:
Income  available to common shareholders	$	3,520,916	$	3,635,061
Denominator:
Weighted-average shares outstanding		10,085,206		8,722,642
Basic earnings per share	$	0.35	$	0.42
Diluted Earnings per Share
Numerator:
Income	$	3,520,916	$	3,635,061
Denominator:
Weighted-average shares outstanding		10,085,206		8,722,642
Effect of dilutive securities
Stock options and warrants		1,140,337		1,329,073
Preferred stock		3,133,147		4,452,167
Diluted weighted-average shares outstanding		14,358,691		14,503,882
Diluted earnings per share	$	0.25	$	0.25

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SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Company reportable segments

NINE MONTHS ENDED SEPTEMBER 30, 2012
				Refining &
	Black Oil			Marketing		Total
Revenues	$	25,841,948		$	76,474,754	$	102,316,702
Income from operations	$	(830,048	)	$	2,770,757	$	1,940,709
Total Assets	$	22,620,722		$	27,960,111	$	50,580,833
NINE MONTHS ENDED SEPTEMBER 30, 2011
				Refining &
	Black Oil			Marketing		Total
Revenues	$	15,101,466		$	63,299,623	$	78,401,089
Income from operations	$	330,072		$	3,408,489	$	3,738,561

VERTEX ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)

THREE MONTHS ENDED SEPTEMBER 30, 2012
				Refining &
	Black Oil			Marketing		Total
Revenues	$	7,317,484		$	28,878,086	$	36,195,570
Income (loss) from operations	$	(1,401,764	)	$	1,820,642	$	418,878

THREE MONTHS ENDED SEPTEMBER 30, 2011
			Refining &
	Black Oil		Marketing		Total
Revenues	$	6,253,317	$	24,048,009	$	30,301,326
Income from operations	$	290,823	$	743,995	$	1,034,818

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CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

Company revenues and receivables - customer concentrations

	2012		2011
	% of	% of	% of	% of
	Revenues	Receivables	Revenues	Receivables
Customer 1	40%	0%	48%	46%
Customer 2	14%	11%	12%	16%
Customer 3	5%	4%	10%	7%
Customer 4	11%	1%	10%	0%
Customer 5	4%	0%	1%	15%
Customer 6	15%	56%	5%	13%

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ACQUISITION

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

ACQUISITION

NOTE 10.  ACQUISITION

On September 11, 2012, but effective August 31, 2012, the Company acquired 100% of the outstanding equity interests of Vertex Acquisition Sub, LLC (“Acquisition Sub” and the "Acquisition"), a special purpose entity consisting of substantially all of the assets of Vertex LP and real-estate properties of B & S Cowart Family L.P. ("B&S LP") in consideration for $28,791,000, consisting of $16,500,000 plus a working capital adjustment of approximately $467,000, 4,545,455 restricted shares of common stock valued at $7,113,000, and contingent consideration of $4,711,000. Prior to closing the acquisition, Vertex LP contributed to Acquisition Sub substantially all of its assets and liabilities relating to the business of transporting, storing, processing and re-refining petroleum products, crudes and used lubricants, including all of the outstanding equity interests in Vertex LP’s wholly-owned operating subsidiaries, Cedar Marine Terminals, L.P., Crossroad Carriers, L.P., Vertex Recovery L.P. and H&H Oil, L.P. and B&S LP contributed real estate associated with the operations of H&H Oil, L.P.

The acquisition was accounted for under the purchase method of accounting, with the Company identified as the acquirer, and the operating results of the Acquisition Sub have been included in the Company's consolidated financial statements as of the closing date of the acquisition. Under the purchase method of accounting, the aggregate amount of consideration paid by the Company was allocated to the Acquisition Sub’s net tangible assets and intangible assets based on their estimated fair values as of August 31, 2012.  The excess purchase price over the value of the net tangible assets and intangible assets was recorded to goodwill. The goodwill has been allocated to the Refining and Marketing reporting segment.  The Company retained an independent third-party appraiser to assist management in its valuation. The allocation of the purchase price is based on the best estimates of management.

The following information summarizes the allocation of the fair values assigned to the assets at the purchase date.  The allocation of fair values are preliminary and are subject to change in the future during the measurement period.

	(in thousands)
Cash and cash equivalents	$	663
Accounts receivable		1,853
Inventory		13
Prepaid expenses		61
Property, plant and equipment		8,659
Land		1,995
Other assets		32
Intangible assets		14,212
Goodwill		3,516
Total identifiable net assets		31,004
Less liabilities assumed	$	(2,213	)
Total purchase price		28,791

The Company incurred approximately $1,154,612 in costs associated with the Acquisition. These included legal, accounting, environmental, investment banking, and related party transaction committee costs.

The following table summarizes the cost of amortizable intangible assets related to the acquisition of Vertex Holdings:

	Estimated Cost (in thousands)		Useful life (years)
Customer relations	$	343		5
Vendor relations		4,064		10
H&H Oil Trademark/Trade name		775		16
TCEP Technology/Patent		8,957		15
Non-competes		73		3
Total	$	14,212

The following unaudited pro-forma consolidated results of operations for the three and nine month periods ended September 30, 2012 and 2011 assume the acquisition occurred as of January 1, 2011. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2011 or of results that may occur in the future (amounts in thousands):

	Three Months Ended				Nine Months Ended
	September 30, 2012		September 30, 2011		September 30, 2012			September 30, 2011
Revenue	$	32,474	$	37,837	$	109,943		$	84,504
Cost of goods sold		27,395		33,097		96,491			69,756
Gross profit		5,079		4,741		13,452			14,748
Selling, general and administrative expenses		2,367		2,531		7,645			6,346
Income from operations		-		-		5,807			8,402
Other income and expense		-		-		(768	)		(727	)
Net income		2,711		2,209		5,039			7,675
Earnings per common share-Basic		0.30		0.18		0.50			0.88
Earnings per common share-Diluted		0.17		0.13		0.35			0.53

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PREFERRED STOCK

9 Months Ended

Sep. 30, 2012

Preferred Stock

PREFERRED STOCK

NOTE 8.  PREFERRED STOCK

The total number of authorized shares of the Company’s preferred stock is 50,000,000 shares, $0.001 par value per share. The total number of designated shares of the Company’s Series A Preferred Stock is 5,000,000 (“Series A Preferred”).  The total number of designated shares of the Company’s Series B Preferred Stock is 2,000,000. As of September 30, 2012, there were 3,133,147 shares of Series A Preferred Stock issued and outstanding and no Series B Preferred shares issued and outstanding.

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LICENSING AGREEMENT

9 Months Ended

Sep. 30, 2012

Licensing Agreement

LICENSING AGREEMENT

NOTE 9.  LICENSING AGREEMENT

Until the Acquisition (described in Note 10, below), the Company operated under an operating and licensing agreement with a related party that is majority-owned and controlled by the Company’s Chief Executive Officer and Chairman, Benjamin P. Cowart, that provided for an irrevocable, non-transferable, royalty-free, perpetual right to use TCEP to re-refine certain used oil feedstock and associated operations of this technology on a global basis.  This included the right to utilize the technology in any future production facilities built by the Company. 

The initial valuation of the license was based upon the cost to acquire the use of TCEP and its processes. It was also assessed over time for changes in the valuation. Additional development costs capitalized during the nine months ended September 30, 2012 and 2011 were $209,062 and $232,214, respectively. The Company is amortizing the value of the license agreement over a fifteen year period.  Amortization expense was $95,478 and $108,212 for the nine months ending September 30, 2012 and 2011, respectively.  The unamortized basis of the licensing agreement was reclassified to intangible assets at the acquisition, as discussed in Footnote 10.

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CONTINGENT CONSIDERATION

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements

CONTINGENT CONSIDERATION

NOTE 11.  CONTINGENT CONSIDERATION

As part of the consideration paid related to the acquisition discussed in Footnote 10, if certain earnings targets are met the Company has to pay the seller approximately $2,233,000 annually in 2013, 2014 and 2015.  The Company has recorded contingent consideration of $4,711,000, which is the discounted cash flows of the earn out payments.

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PREFERRED STOCK (Details Narrative) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Series A Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	3,133,147	4,426,639
Preferred stock, shares outstanding	3,133,147	4,426,639
Series B Preferred Stock
Preferred stock, shares authorized	2,000,000

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EARNINGS (LOSS) PER SHARE (Tables)

9 Months Ended

Sep. 30, 2012

Earnings per common share

Reconciliation of the numerator and denominator for basic and diluted earnings per share

The following is a reconciliation of the numerator and denominator for basic and diluted earnings per share for the nine months ended September 30, 2012 and 2011:

	2012		2011
Basic Earnings per Share
Numerator:
Income  available to common shareholders	$	3,520,916	$	3,635,061
Denominator:
Weighted-average shares outstanding		10,085,206		8,722,642
Basic earnings per share	$	0.35	$	0.42
Diluted Earnings per Share
Numerator:
Income	$	3,520,916	$	3,635,061
Denominator:
Weighted-average shares outstanding		10,085,206		8,722,642
Effect of dilutive securities
Stock options and warrants		1,140,337		1,329,073
Preferred stock		3,133,147		4,452,167
Diluted weighted-average shares outstanding		14,358,691		14,503,882
Diluted earnings per share	$	0.25	$	0.25

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CONCENTRATIONS, SIGNIFICANT CUSTOMERS, COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Customer 1
Revenue, percentage	40.00%	48.00%
Receivables, percentage	0.00%	46.00%
Customer 2
Revenue, percentage	14.00%	12.00%
Receivables, percentage	11.00%	16.00%
Customer 3
Revenue, percentage	5.00%	10.00%
Receivables, percentage	4.00%	7.00%
Customer 4
Revenue, percentage	11.00%	10.00%
Receivables, percentage	1.00%	0.00%
Customer 5
Revenue, percentage	4.00%	1.00%
Receivables, percentage	0.00%	15.00%
Customer 6
Revenue, percentage	15.00%	5.00%
Receivables, percentage	56.00%	13.00%

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SEGMENT REPORTING (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Revenues	$ 36,195,570	$ 30,301,326	$ 102,316,702	$ 78,401,089
Income from operations	418,878	1,034,818	1,940,709	3,738,561
Total Assets	50,580,833		50,580,833		16,733,971
Black Oil
Revenues	7,317,484	6,253,317	25,841,948	15,101,466
Income from operations	(1,401,764)	290,823	(830,048)	330,072
Total Assets	22,620,722		22,620,722
Refining & Marketing
Revenues	28,878,086	24,048,009	76,474,754	63,299,623
Income from operations	1,820,642	743,995	2,770,757	3,408,489
Total Assets	$ 27,960,111		$ 27,960,111

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows operating activities
Net income	$ 3,520,916	$ 3,635,061
Adjustments to reconcile net income to cash provided by (used in) operating activities
Stock based compensation expense	124,626	94,358
Depreciation and amortization	180,402	120,138
Deferred federal income tax benefit	(1,639,000)
Changes in assets and liabilities
Accounts receivable	(1,073,778)	(4,010,965)
Accounts receivable- other	(127,162)
Accounts receivable- related parties	2,459	(10,967)
Inventory	(85,658)	(4,864,249)
Prepaid expenses	23,313	(11,381)
Accounts payable	1,005,932	2,872,639
Accounts payable-related parties	296,795	685,968
Deposits	(235,557)	1,080,277
Net cash provided by (used in) operating activities	1,993,288	(409,121)
Cash flows from investing activities
Purchase of intangible assets	(209,061)	(232,214)
Acquisition, net	(1,319,015)
Purchase of fixed assets	(77,232)	(92,051)
Net cash used in investing activities	(1,605,308)	(324,265)
Cash flows from financing activities
Borrowing from (payments to) note payable	(3,777)	1,000,000
Proceeds from exercise of common stock warrants	91,625	306,250
Net cash provided by financing activities	87,848	1,306,250
Net increase in cash and cash equivalents	475,828	572,864
Cash and cash equivalents at beginning of the period	675,188	744,313
Cash and cash equivalents at end of period	1,151,016	1,317,177
SUPPLEMENTAL INFORMATION
Cash paid for interest during the period	1,005	78,505
Cash paid for income taxes during the period	6,187	56,000
NON-CASH TRANSACTIONS
Conversion of Series A Preferred Stock into common shares	78	224
Conversion of Series B Preferred Stock into common stock		$ 600,000

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STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK BASED COMPENSATION

NOTE 5. STOCK BASED COMPENSATION

The stock based compensation cost that has been charged against income by the Company was $124,626 and $94,358 for the nine months ended September 30, 2012 and 2011, respectively, for options previously awarded by the Company.

Stock option activity for the nine months ended September 30, 2012 is summarized as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)		Grant Date Fair Value
Outstanding at December 31, 2011		3,073,334		$	5.46			7.00	$	990,995
Options exercised		(60,000	)		(1.55	)		-		(3,439	)
Options expired		(294,167	)		(1.21	)		-		(38,878	)
Options granted		225,000			1.91			10.00		197,146
Outstanding at September 30, 2012		2,944,167		$	5.69			6.75	$	1,145,824
Vested at September 30, 2012		2,216,049		$	6.96			6.12	$	661,966
Exercisable at September 30, 2012		2,216,049		$	6.96			6.12	$	661,966

A summary of the Company’s stock warrant activity and related information for the nine months ended September 30, 2012 is as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)			Grant Date Fair Value
Outstanding at December 31, 2011		1,245,311		$	12.48			1.41		$	142,065
Warrants exercised		(12,500	)		(1.75	)		(3.50	)		(5,601	)
Warrants cancelled/forfeited/expired		(11,377	)		(25.00	)		-			(652	)
Warrants at September 30, 2012		1,221,434		$	12.47			.90		$	135,812
Vested at September 30, 2012		1,198,532		$	12.69			.87		$	133,722
Exercisable at September 30, 2012		1,198,532		$	12.69			.87		$	133,722

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NOTES PAYABLE (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2012
Notes to Financial Statements
Line of credit, balance	$ 0
Line of credit, maximum borrowing capacity	10,000,000
Line of credit, interest rate description	The most restrictive covenants of the loan require an interest coverage ratio of at least 1.5 to 1 and a Funded Debt to EBITDA ratio not to exceed 2 to 1. The line of credit and term note bears interest at the option of the Company of either the lender's prime commercial lending rate in effect or the Bank of America LIBOR rate plus 2.75%.
Note payable	8,500,000
Revolving line of credit	6,000,000
Note payable, monthly principal payments	$ 141,667

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ACQUISITION (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2012
Estimated Cost	$ 14,212,000
Customer relations
Estimated Cost	343,000
Useful life (years)	5 years
Vendor relations
Estimated Cost	4,064,000
Useful life (years)	10 years
H&H Oil Trademark/Trade name
Estimated Cost	775,000
Useful life (years)	16 years
TCEP Technology/Patent
Estimated Cost	8,957,000
Useful life (years)	15 years
Non-competes
Estimated Cost	$ 73,000
Useful life (years)	3 years

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STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock option activity

Stock option activity for the nine months ended September 30, 2012 is summarized as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)		Grant Date Fair Value
Outstanding at December 31, 2011		3,073,334		$	5.46			7.00	$	990,995
Options exercised		(60,000	)		(1.55	)		-		(3,439	)
Options expired		(294,167	)		(1.21	)		-		(38,878	)
Options granted		225,000			1.91			10.00		197,146
Outstanding at September 30, 2012		2,944,167		$	5.69			6.75	$	1,145,824
Vested at September 30, 2012		2,216,049		$	6.96			6.12	$	661,966
Exercisable at September 30, 2012		2,216,049		$	6.96			6.12	$	661,966

Stock warrant activity

A summary of the Company’s stock warrant activity and related information for the nine months ended September 30, 2012 is as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)			Grant Date Fair Value
Outstanding at December 31, 2011		1,245,311		$	12.48			1.41		$	142,065
Warrants exercised		(12,500	)		(1.75	)		(3.50	)		(5,601	)
Warrants cancelled/forfeited/expired		(11,377	)		(25.00	)		-			(652	)
Warrants at September 30, 2012		1,221,434		$	12.47			.90		$	135,812
Vested at September 30, 2012		1,198,532		$	12.69			.87		$	133,722
Exercisable at September 30, 2012		1,198,532		$	12.69			.87		$	133,722