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SEC Company Response from 374Water Inc. (SCWO) (CIK 0000933972) (SCWO) — Jan 15, 2014

374Water Inc. (SCWO) (CIK 0000933972)
Date: Jan. 15, 2014 · CIK: 0000933972 · Accession: 0001019056-14-000033

AI Filing Summary & Sentiment

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Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Referenced dates: December 30, 2013

Date
Jan. 15, 2014
Author
Not clearly detected
Form
CORRESP
Company
374Water Inc. (SCWO) (CIK 0000933972)

Letter

Division of Corporate Finance Re: Powerverde Inc. (the “Company”) Form 10-K for the year ended December 31, Filed May 16, File No. 0-27866

Dear Mr. Vaughn:

We are counsel to the Company, and the following sets forth the comments made in your letter dated December 30, 2013, and the Company’s response to each of the comments, in the order set forth in that letter:

Form 10-K for the Year Ended December 31, 2012

Impact of JOBS Act, page 5

1. We note your disclosure here that you believe you qualify as an “emerging growth company”, or EGC, under the Jumpstart Our Business Startup Act of 2012. In order to qualify as an emerging growth company, a registrant must have had its first sale of common equity securities pursuant to an effective registration statement under the Securities Act of on or after December 9, 2011. Please explain to us how you meet this criteria.

We will file an amendment to the Form 10-K deleting the section relating to the JOBS Act.

Mr. Kevin L. Vaughn

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2

Exhibit 32.2

2. We note

Show Raw Text
CORRESP
1
filename1.htm

    Attorneys
        At Law

        Miami
        Tower

        100
        S.E. Second Street | Suite 4200

        Miami,
        Florida 33131-2113

        P.O.
        Box 019101 | Miami, Florida 33101-9101

        305.530.0050
        | fax 305.530.0055

        www.CFJBLaw.com

        Atlanta

        Hartford

        Miami

        New
        York

        Orlando

        St.
        Petersburg

        Tallahassee

        Tampa

        Washington,
        D.C.

        West
        Palm Beach

January
15, 2014

    Mr. Kevin L. Vaughn

        Accounting Branch Chief

        Division of Corporate Finance

        U.S. Securities and Exchange
        Commission

        100 F Street, N.E.

        Washington, D.C. 20549

    VIA
    FEDERAL EXPRESS AND EDGAR

 Re: Powerverde
                                                                                                                                                          Inc.
                                                                                                                                                          (the
                                                                                                                                                          “Company”)

                                                                                                                                                          Form
                                                                                                                                                          10-K
                                                                                                                                                          for
                                                                                                                                                          the
                                                                                                                                                          year
                                                                                                                                                          ended
                                                                                                                                                          December
                                                                                                                                                          31,
                                                                                                                                                          2013

                                                                                                                                                          Filed
                                                                                                                                                          May
                                                                                                                                                          16,
                                                                                                                                                          2013

                                                                                                                                                          File
                                                                                                                                                          No.
                                                                                                                                                          0-27866

Dear Mr. Vaughn:

We
are counsel to the Company, and the following sets forth the comments made in your letter dated December 30, 2013, and the Company’s
response to each of the comments, in the order set forth in that letter:

Form 10-K for the Year Ended December
31, 2012

Impact of JOBS Act, page 5

 1. We
                                                                                                                                                     note
                                                                                                                                                     your
                                                                                                                                                     disclosure
                                                                                                                                                     here
                                                                                                                                                     that
                                                                                                                                                     you
                                                                                                                                                     believe
                                                                                                                                                     you
                                                                                                                                                     qualify
                                                                                                                                                     as
                                                                                                                                                     an
                                                                                                                                                     “emerging
                                                                                                                                                     growth
                                                                                                                                                     company”,
                                                                                                                                                     or
                                                                                                                                                     EGC,
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Jumpstart
                                                                                                                                                     Our
                                                                                                                                                     Business
                                                                                                                                                     Startup
                                                                                                                                                     Act
                                                                                                                                                     of
                                                                                                                                                     2012.
                                                                                                                                                     In
                                                                                                                                                     order
                                                                                                                                                     to
                                                                                                                                                     qualify
                                                                                                                                                     as
                                                                                                                                                     an
                                                                                                                                                     emerging
                                                                                                                                                     growth
                                                                                                                                                     company,
                                                                                                                                                     a
                                                                                                                                                     registrant
                                                                                                                                                     must
                                                                                                                                                     have
                                                                                                                                                     had
                                                                                                                                                     its
                                                                                                                                                     first
                                                                                                                                                     sale
                                                                                                                                                     of
                                                                                                                                                     common
                                                                                                                                                     equity
                                                                                                                                                     securities
                                                                                                                                                     pursuant
                                                                                                                                                     to
                                                                                                                                                     an
                                                                                                                                                     effective
                                                                                                                                                     registration
                                                                                                                                                     statement
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Securities
                                                                                                                                                     Act
                                                                                                                                                     of
                                                                                                                                                     1933
                                                                                                                                                     on
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     December
                                                                                                                                                     9,
                                                                                                                                                     2011.
                                                                                                                                                     Please
                                                                                                                                                     explain
                                                                                                                                                     to
                                                                                                                                                     us
                                                                                                                                                     how
                                                                                                                                                     you
                                                                                                                                                     meet
                                                                                                                                                     this
                                                                                                                                                     criteria.

We
will file an amendment to the Form 10-K deleting the section relating to the JOBS Act.

Mr. Kevin L. Vaughn

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2

Exhibit 32.2

 2. We
                                                                                                                                                     note