SEC Company Response from WORLDWATER CORP (CIK 0000811271) — Sep 29, 2005
WORLDWATER CORP (CIK 0000811271)
Date: Sept. 29, 2005 · CIK: 0000811271 · Accession: 0001137403-05-000047
AI Filing Summary & Sentiment
File numbers found in text: 333-115561
Letter
Stephen A. Salvo ssalvo@salvorussell.com September 29, 2005 Russell Mancuso, Branch Chief Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington D.C. 20549
Re: WorldWater & Power Corp. (formerly known as WorldWater Corp.) Post Effective Amendment No. 1 to Registration Statement on Form SB-2 SEC File No. 333-115561
Dear Mr. Mancuso:
On behalf of WorldWater & Power Corp., we offer to include the following paragraph as a Risk Factor in response to the comments included in your letter of September 20, 2005:
"WE MAY BE IN VIOLATION OF SECTION 5 OF THE SECURITIES ACT AND MAY BE SUBJECT TO RESCISSION RIGHTS.
On April 1, 2004, we entered into a Securities Purchase Agreement with SBI Brightline VIII LLC ("SBI") that obligated SBI to purchase up to 17,000,000 shares of our common stock. As of July 21, 2005, SBI purchased 12,740,740 shares. On July 21, 2005, SBI assigned all of its interests in the Securities Purchase Agreement to Camofi Master LDC, including the obligation to purchase the remaining 4,259,260 shares of common stock (the "Remaining Shares"). The assignment of SBI's interest in the Securities Purchase Agreement, the reduction in price of the Remaining Shares from $0.27 to $0.24 and the subsequent sale of the Remaining Shares to Camofi may have violated Section 5 of the Securities Act. If a violation of Section 5 occurred, the sale of shares under the Securities Purchase Agreement may be subject to rescission, which event would have a material adverse impact on the financial condition of the Company."
<PAGE>
Please contact me with any questions or comments.
Very truly yours,
/s/ Stephen A. Salvo
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Salvo, Russell, Fichter & Landau
A Professional Corporation
510 Township Line Road
Suite 150
Blue Bell, Pennsylvania 19422
Telephone: 215/653-0110
Telecopier: 215/653-0383
______________
Stephen A. Salvo
ssalvo@salvorussell.com
September 29, 2005
Russell Mancuso, Branch Chief
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington D.C. 20549
Re: WorldWater & Power Corp. (formerly known as WorldWater Corp.)
Post Effective Amendment No. 1 to Registration Statement on Form SB-2
SEC File No. 333-115561
Dear Mr. Mancuso:
On behalf of WorldWater & Power Corp., we offer to include the following
paragraph as a Risk Factor in response to the comments included in your letter
of September 20, 2005:
"WE MAY BE IN VIOLATION OF SECTION 5 OF THE SECURITIES ACT AND MAY BE SUBJECT TO
RESCISSION RIGHTS.
On April 1, 2004, we entered into a Securities Purchase Agreement with SBI
Brightline VIII LLC ("SBI") that obligated SBI to purchase up to 17,000,000
shares of our common stock. As of July 21, 2005, SBI purchased 12,740,740
shares. On July 21, 2005, SBI assigned all of its interests in the Securities
Purchase Agreement to Camofi Master LDC, including the obligation to purchase
the remaining 4,259,260 shares of common stock (the "Remaining Shares"). The
assignment of SBI's interest in the Securities Purchase Agreement, the reduction
in price of the Remaining Shares from $0.27 to $0.24 and the subsequent sale of
the Remaining Shares to Camofi may have violated Section 5 of the Securities
Act. If a violation of Section 5 occurred, the sale of shares under the
Securities Purchase Agreement may be subject to rescission, which event would
have a material adverse impact on the financial condition of the Company."
<PAGE>
Please contact me with any questions or comments.
Very truly yours,
/s/ Stephen A. Salvo
Stephen A. Salvo
</TEXT>
</DOCUMENT>