SEC Comment Letter for WORLDWATER CORP (CIK 0000811271) — Oct 12, 2005
WORLDWATER CORP (CIK 0000811271)
Date: Oct. 12, 2005 · CIK: 0000811271 · Accession: 0000000000-05-052313
AI Filing Summary & Sentiment
File numbers found in text: 333-115561
Referenced dates: September 1, 2005
Letter
Mail Stop 60-10 September 20, 2005 Quentin T. Kelly Chairman and Chief Executive Officer WorldWater & Power Corp. Pennington Business Park 55 Route 31 South Pennington, New Jersey 08534
Re: WorldWater & Power Corp. Post Effective Amendment No. 1 to Registration Statement on Form SB-2 Filed July 26, 2005 File No. 333-115561
Dear Mr. Kelly:
We have reviewed your response letter dated September 1, and have the following comment.
1. Regardless of whether you view a transaction as a "private offering" or an equity line, an investor must be irrevocably bound to purchase shares before they can be registered for resale. Assignability or the renegotiation of the terms of the transaction after a registration statement is filed is inconsistent with Section 5 of the Securities Act. Therefore it remains unclear how your transactions with SBI and Camofi were consistent with Section 5.
Please understand that we may have additional comments after reviewing your response to our comment. You may contact Donald C. Hunt at (202) 551-3647 or me at (202) 551-3617 with any questions.
Sincerely,
Russell Mancuso
Branch Chief
Show Raw Text
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<TEXT>
Mail Stop 60-10
September 20, 2005
Quentin T. Kelly
Chairman and Chief Executive Officer
WorldWater & Power Corp.
Pennington Business Park
55 Route 31 South
Pennington, New Jersey 08534
Re: WorldWater & Power Corp.
Post Effective Amendment No. 1 to
Registration Statement on Form SB-2
Filed July 26, 2005
File No. 333-115561
Dear Mr. Kelly:
We have reviewed your response letter dated September 1,
2005
and have the following comment.
1. Regardless of whether you view a transaction as a "private
offering" or an equity line, an investor must be irrevocably bound
to
purchase shares before they can be registered for resale.
Assignability or the renegotiation of the terms of the transaction
after a registration statement is filed is inconsistent with
Section
5 of the Securities Act. Therefore it remains unclear how your
transactions with SBI and Camofi were consistent with Section 5.
Please understand that we may have additional comments after
reviewing your response to our comment. You may contact Donald C.
Hunt at (202) 551-3647 or me at (202) 551-3617 with any questions.
Sincerely,
Russell Mancuso
Branch Chief
cc: Stephen A. Salvo, Esq. (via facsimile)
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Quentin T. Kelly
WorldWater & Power Corp.
September 20, 2005
Page 1
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