SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                           Date of Report: May 4, 2005
                 Date of Earliest Event Reported: April 28, 2005

                         WORLD WASTE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                   California
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         1-11476                                        95-3977501
------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

13520 Evening Creek Drive, Suite 130, San Diego, California              92128
-----------------------------------------------------------           ----------
       (Address of Principal Executive Offices)                       (Zip Code)

                                 (858) 391-3400
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425).

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12).

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b)).

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c)).

<PAGE>

Item 1.01. Entry into a Material Definitive Agreement

Securities Purchase Agreement

On April 28, 2005, World Waste Technologies, Inc., a California corporation (the
"Company"),  entered into a Securities Purchase Agreement with Trellus Partners,
LP   ("Trellus")   and  certain   affiliates  of  Trellus   (collectively,   the
"Investors"),  whereby the Company  sold and issued to the  Investors  4,000,000
shares  of  newly  created  8%  Series  A  Cumulative   Redeemable   Convertible
Participating  Preferred  Stock of the Company  (the "Series A  Preferred")  and
warrants  (the  "Warrants,"  and,  together  with the  Series A  Preferred,  the
"Securities")  to purchase up to 400,000  shares of common  stock of the Company
(the "Common Stock").  The gross aggregate proceeds to the Company from the sale
of the  securities was  $10,000,000.  The Company is authorized to sell up to an
additional 2,000,000 shares of Series A Preferred and Warrants to purchase up to
an additional 200,000 shares of Common Stock for aggregate  additional  proceeds
of up to  $5,000,000,  provided that the closing of such  additional  sale takes
place on May 9,  2005 (or such  later  date  agreed  to by the  Company  and the
Investors).  The  Company  has not  yet  identified  any  purchasers  for  these
additional  Securities  and there  can  therefore  be no  assurance  that  these
Securities will be sold.

Use of  Proceeds.  The Company is required to apply the  proceeds of the sale of
the Securities to the construction and operation of the Company's  initial plant
in Anaheim,  California,  the repayment of a $750,000 promissory note held by an
affiliate   of  Trellus   (the   "Bridge   Note"),   up  to  $750,000  for  site
identification,  planning,  permitting and designing of an additional plant, and
the balance for general working capital purposes.

Corporate  Governance.  The  Investors are entitled to recommend for election to
the Company's Board of Directors two  individuals  designated by such Investors.
Each of Mr.  Steven  Racoosin  and Mr.  Fred  Lundberg  have agreed to resign as
directors   effective  upon  the  appointment  or  election  of  the  Investors'
designees.

Restrictions  on Use of Proceeds.  The Company is prohibited  from expending the
proceeds of the sale of the  Securities  until the Company's  license  agreement
with its technology  licensor is amended to the reasonable  satisfaction  of the
Investors.  In the event such  amendment is not  executed by May 28,  2005,  the
Investors have the right  (exercisable  until June 12, 2005) to require that the
Company  return the proceeds to the Investors in exchange for the return of such
holders' Securities.  Notwithstanding the foregoing, the Company may spend up to
$500,000 of the net proceeds and repay the Bridge Note (which repayment was made
upon the  closing of the sale of the  Securities).  If the  Investors  require a
return of the  proceeds,  then the Company is only  required to return the funds
that have not been spent,  and the Investors  will return the  securities to the
extent that such funds have been spent by the Company.

Terms of the Series A Preferred

The  Company  is  authorized  under  its  Articles  of  Incorporation  to  issue
100,000,000  shares  of  Common  Stock  and  10,000,000  shares  of blank  check
preferred  stock.  The Board of Directors of the Company  approved the filing of
the Certificate of Determination of Rights, Preferences and Privileges of the 8%
Series A Cumulative Redeemable Convertible  Participating Preferred Stock, which
was filed with and accepted by the Secretary of State of the State of California
on April 27, 2005.


                                       1
<PAGE>

Dividends.  Holders of Series A Preferred  are  entitled  to receive  cumulative
dividends,  payable quarterly in additional shares of Series A Preferred, at the
rate of 8% per annum.  This  dividend  rate is subject to  increase to 9% in the
event the Company does not comply with certain  registration  rights provisions.
The holders of the Series A Preferred are also entitled to fully  participate in
any dividends  paid to the holders of Common Stock on a common stock  equivalent
basis.

Voting  Rights.  Each share of Series A Preferred  is entitled to that number of
votes equal to the number of whole  shares of the Common  Stock into which it is
convertible.  In  addition,  so long as at least  50% of the  shares of Series A
Preferred remain  outstanding  (but prior to the  "Operational  Date," generally
defined  as when the  Company's  initial  plant  in  Anaheim,  California  first
generates  total  operating cash flow of at least  $672,000 for any  consecutive
three month  period),  the Company is  prohibited  from taking  certain  actions
without the approval of the holders of a majority of the  outstanding  shares of
Series  A  Preferred,   including,   among  other  things,  a  sale  of  all  or
substantially  all of the Company's  assets,  a transfer or  cancellation of the
Company's license from its technology licensor, the making of certain restricted
payments, the incurrence of any indebtedness (subject to certain exceptions), or
a change in the Company's principal business. Except as provided by law, holders
of Common  Stock and Series A  Preferred  otherwise  vote  together  as a single
class.

Board Change of Control.  In the event the Operational  Date has not occurred by
September  30,  2006,  the holders of the Series A  Preferred  have the right to
elect a majority  of the  members of the Board of  Directors.  This right  would
terminate,  however, upon the first to occur of the Operational Date or the date
on which less than 50% of the shares of Series A Preferred remain outstanding.

Liquidation  Rights.  Upon any  liquidation,  dissolution  or  winding-up of the
Company  (including  a sale of the  Company),  the holders of Series A Preferred
have the right to receive $2.50 per share (plus  accrued but unpaid  dividends),
prior to and in preference over any  liquidation  payment on the Common Stock or
any other class of  preferred  stock.  Following  payment of the  aforementioned
liquidation  preference,  holders  of the Series A  Preferred  are  entitled  to
participate  fully with the holders of Common Stock on a common stock equivalent
basis with respect to the distribution of any remaining assets.

Redemption.  The holders of a majority of the shares of Series A Preferred  have
the option to require the Company to redeem all  outstanding  shares of Series A
Preferred on the five year  anniversary of issuance at a redemption  price equal
to $2.50 per share, plus accrued and unpaid dividends to that date. In the event
the  holders  do not  exercise  this  redemption  right,  all shares of Series A
Preferred  will  automatically  convert  into  shares  of  Common  Stock on such
five-year anniversary, as described below.

Mandatory  Conversion.  Each  share of  Series A  Preferred  will  automatically
convert into one share of Common Stock (i) in the event the Company  consummates
an underwritten  public offering of its securities at a price per share not less
than $5.00 and for a total gross offering  amount of at least $10 million,  (ii)
in the event of a sale of the  Company  resulting  in proceeds to the holders of
Series A Preferred of a per share  amount of at least $5.00,  (iii) in the event
that the closing  market price of the Common  Stock  averages at least $7.50 per
share over a period of 20 consecutive  trading days and the daily trading volume
averages at least 75,000 shares over such period, (iv) at any time following the
first to occur of September 30, 2006 or the Operational  Date, upon the approval
of a  majority  of the  then-outstanding  shares of Series A  Preferred,  or (v)
unless the  Company is  otherwise  obligated  to redeem the shares as  described
above, on April 28, 2010.


                                       2
<PAGE>

Optional  Conversion.  Each holder has the right to convert its shares  Series A
Preferred into shares of Common Stock on a one-for-one  basis,  provided that no
such conversion may take place prior to the first to occur of September 30, 2006
or the Operational Date.

Terms of the Warrants

The Warrants are exercisable  for a period of five years  commencing as of their
issuance date, at an exercise price of $4.00 per share.

Registration Rights Agreement

In  connection  with the  issuance of the  Securities,  on April 28,  2005,  the
Company  entered into a  Registration  Rights  Agreement  granting the Investors
certain demand and piggyback registration rights.

Employment Agreements

On April 28, 2005, the Company entered into new employment  agreements with each
of Thomas L. Collins, the Company's Chief Executive Officer, Fred Lundberg,  the
Company's Senior Vice President,  Steven Racoosin, the Company's President,  and
David Rane, the Company's Chief Financed Officer.  The new agreements  supersede
and replace  each  officer's  existing  employment  agreement  with the Company.
Pursuant  to the new  agreements,  the  executives  will  continue  to serve the
Company in the same  capacities  but on an  "at-will"  basis.  Messrs.  Collins,
Lundberg, Racoosin and Rane will receive an annual salary of $224,000, $204,000,
$225,000 and $224,000,  respectively, and are each entitled to bonuses as may be
deemed  appropriate  by the Board of  Directors.  Each  executive is entitled to
receive 12 months salary and  continuation  of benefits in the event the Company
terminates  his agreement  for other than "good cause" or the executive  resigns
from  the  Company  for  "good  reason"  (as  such  terms  are  defined  in  the
agreements).  In addition,  each  executive will be entitled to 12 months salary
and continuation of benefits in the event of disability or death during the term
of his agreement.

Engagement Agreement with John Pimentel

On April 28, 2005,  the Company  entered into an engagement  agreement with John
Pimentel,  a director of the Company, to serve as an advisor to the Company with
respect to business  development and corporate  strategy  issues.  The agreement
provides that Mr.  Pimentel  will be nominated as a director  during the term of
the agreement.  The Company agreed to pay Mr. Pimentel a monthly advisory fee of
$15,000.  The term of the agreement  extends until  December 31, 2007 and may be
automatically extended for additional one-year periods.


                                       3
<PAGE>

Engagement Agreement with Cagan McAfee Capital Partners, LLC

On April 28, 2005, the Company  entered into an engagement  agreement with Cagan
McAfee  Capital  Partners to serve as a financial  advisor to the Company.  John
Pimentel,  a  director,  is a Director of Cagan  McAfee  Capital  Partners,  LLC
("CMCP").  The  agreement  provides  that Mr.  Pimentel  will be  nominated as a
director  during  the term of the  agreement  so long as CMCP or its  affiliates
collectively own at least 500,000 shares of the Company's capital stock. CMCP is
paid a monthly advisory fee of $5,000.  The term of the agreement  extends until
December  31, 2006 and may be  automatically  extended for  additional  one-year
periods.

Engagement Agreement with Chadbourn Securities, Inc.

On April 28,  2005,  the  Company  entered  into an  engagement  agreement  with
Chadbourn Securities,  Inc., an NASD broker/dealer  ("Chadbourn"),  to serve the
Company as a financial advisor and as placement agent in private equity and debt
financings.  Chadbourn  will  be paid a cash  fee  equal  to  1.0%  of any  debt
financing to the extent Chadbourn  assisted in securing the debt financing and a
cash fee equal to 2.0% of any equity financing.  In addition, if Chadbourn is an
investor or raises funds for the Company  directly from investors,  it will also
receive a cash fee equal to 8% of gross equity  proceeds  and warrants  equal to
10% of the shares purchased in such equity financings. The term of the agreement
extends until June 30, 2005.

Item 1.02  Termination of a Material Definitive Agreement.

The new employment agreements with each of Messrs. Collins,  Lundberg,  Racoosin
and  Rane  each  supersede  their  original   employment   agreements  in  their
entireties.  To the  extent  applicable,  the  discussion  above  regarding  the
supersession  of  the  original  employment  agreements  by the  new  employment
agreements for each executive is  incorporated  herein by reference to this Item
1.02.

Item 3.02. Unregistered Sales of Equity Securities.

See Item 1.01.

WWT  issued  and  sold  the  Securities  pursuant  to  certain  exemptions  from
registration  provided by Rule 506 of  Regulation D and Section 4(2) and Section
4(6) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

See Item 1.01

Item 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
Year.

See Item 1.01.


                                       4
<PAGE>

Item 9.01. Financial Statements and Exhibits.

(c)  Exhibits

Exhibit No.   Description
-----------   -----------

3.1           Certificate of Determination of Rights, Preferences and Privileges
              of the 8% Series A Cumulative Redeemable Convertible Participating
              Preferred Stock of World Waste Technologies, Inc.

10.1          Securities  Purchase  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited, and Trellus Partners, LP, Trellus Partners II, LP

10.2          Form of Warrant

10.3          Registration  Rights  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited,  Trellus  Partners,  LP, and Trellus  Partners  II, LP, a
              Delaware limited  partnership and the individuals and entities set
              forth on the signature pages thereto

10.4          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Thomas L. Collins

10.5          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Fred Lundberg

10.6          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Steve Racoosin

10.7          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and David Rane

10.8          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and John Pimentel

10.9          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Cagan McAfee Capital Partners,
              LLC

10.10         Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Chadbourn Securities, Inc. and
              Addendum dated April 29, 2005


                                       5
<PAGE>

                                   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, thereunto duly authorized.

                                        WORLD WASTE TECHNOLOGIES, INC.


                                        By: /s/ Thomas L. Collins
                                           -------------------------------------
                                           Thomas L. Collins
                                           Chief Executive Officer

Date: May 4, 2005


                                       6
<PAGE>

                                  Exhibit Index

Exhibit No.   Description
-----------   -----------

3.1           Certificate of Determination of Rights, Preferences and Privileges
              of the 8% Series A Cumulative Redeemable Convertible Participating
              Preferred Stock of World Waste Technologies, Inc.

10.1          Securities  Purchase  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited, Trellus Partners, LP, and Trellus Partners II, LP

10.2          Form of Warrant

10.3          Registration  Rights  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited,  Trellus  Partners,  LP, and Trellus  Partners  II, LP, a
              Delaware limited  partnership and the individuals and entities set
              forth on the signature pages thereto

10.4          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Thomas L. Collins

10.5          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Fred Lundberg

10.6          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Steve Racoosin

10.7          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and David Rane

10.8          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and John Pimentel

10.9          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Cagan McAfee Capital Partners,
              LLC

10.10         Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Chadbourn Securities, Inc. and
              Addendum dated April 29, 2005
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                           Date of Report: May 4, 2005
                 Date of Earliest Event Reported: April 28, 2005

                         WORLD WASTE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                   California
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

         1-11476                                        95-3977501
------------------------                    ------------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

13520 Evening Creek Drive, Suite 130, San Diego, California              92128
-----------------------------------------------------------           ----------
       (Address of Principal Executive Offices)                       (Zip Code)

                                 (858) 391-3400
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425).

      |_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12).

      |_|   Pre-commencement  communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b)).

      |_|   Pre-commencement  communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c)).
Item 1.01. Entry into a Material Definitive Agreement

Securities Purchase Agreement

On April 28, 2005, World Waste Technologies, Inc., a California corporation (the
"Company"),  entered into a Securities Purchase Agreement with Trellus Partners,
LP   ("Trellus")   and  certain   affiliates  of  Trellus   (collectively,   the
"Investors"),  whereby the Company  sold and issued to the  Investors  4,000,000
shares  of  newly  created  8%  Series  A  Cumulative   Redeemable   Convertible
Participating  Preferred  Stock of the Company  (the "Series A  Preferred")  and
warrants  (the  "Warrants,"  and,  together  with the  Series A  Preferred,  the
"Securities")  to purchase up to 400,000  shares of common  stock of the Company
(the "Common Stock").  The gross aggregate proceeds to the Company from the sale
of the  securities was  $10,000,000.  The Company is authorized to sell up to an
additional 2,000,000 shares of Series A Preferred and Warrants to purchase up to
an additional 200,000 shares of Common Stock for aggregate  additional  proceeds
of up to  $5,000,000,  provided that the closing of such  additional  sale takes
place on May 9,  2005 (or such  later  date  agreed  to by the  Company  and the
Investors).  The  Company  has not  yet  identified  any  purchasers  for  these
additional  Securities  and there  can  therefore  be no  assurance  that  these
Securities will be sold.

Use of  Proceeds.  The Company is required to apply the  proceeds of the sale of
the Securities to the construction and operation of the Company's  initial plant
in Anaheim,  California,  the repayment of a $750,000 promissory note held by an
affiliate   of  Trellus   (the   "Bridge   Note"),   up  to  $750,000  for  site
identification,  planning,  permitting and designing of an additional plant, and
the balance for general working capital purposes.

Corporate  Governance.  The  Investors are entitled to recommend for election to
the Company's Board of Directors two  individuals  designated by such Investors.
Each of Mr.  Steven  Racoosin  and Mr.  Fred  Lundberg  have agreed to resign as
directors   effective  upon  the  appointment  or  election  of  the  Investors'
designees.

Restrictions  on Use of Proceeds.  The Company is prohibited  from expending the
proceeds of the sale of the  Securities  until the Company's  license  agreement
with its technology  licensor is amended to the reasonable  satisfaction  of the
Investors.  In the event such  amendment is not  executed by May 28,  2005,  the
Investors have the right  (exercisable  until June 12, 2005) to require that the
Company  return the proceeds to the Investors in exchange for the return of such
holders' Securities.  Notwithstanding the foregoing, the Company may spend up to
$500,000 of the net proceeds and repay the Bridge Note (which repayment was made
upon the  closing of the sale of the  Securities).  If the  Investors  require a
return of the  proceeds,  then the Company is only  required to return the funds
that have not been spent,  and the Investors  will return the  securities to the
extent that such funds have been spent by the Company.

Terms of the Series A Preferred

The  Company  is  authorized  under  its  Articles  of  Incorporation  to  issue
100,000,000  shares  of  Common  Stock  and  10,000,000  shares  of blank  check
preferred  stock.  The Board of Directors of the Company  approved the filing of
the Certificate of Determination of Rights, Preferences and Privileges of the 8%
Series A Cumulative Redeemable Convertible  Participating Preferred Stock, which
was filed with and accepted by the Secretary of State of the State of California
on April 27, 2005.

                                       1
Dividends.  Holders of Series A Preferred  are  entitled  to receive  cumulative
dividends,  payable quarterly in additional shares of Series A Preferred, at the
rate of 8% per annum.  This  dividend  rate is subject to  increase to 9% in the
event the Company does not comply with certain  registration  rights provisions.
The holders of the Series A Preferred are also entitled to fully  participate in
any dividends  paid to the holders of Common Stock on a common stock  equivalent
basis.

Voting  Rights.  Each share of Series A Preferred  is entitled to that number of
votes equal to the number of whole  shares of the Common  Stock into which it is
convertible.  In  addition,  so long as at least  50% of the  shares of Series A
Preferred remain  outstanding  (but prior to the  "Operational  Date," generally
defined  as when the  Company's  initial  plant  in  Anaheim,  California  first
generates  total  operating cash flow of at least  $672,000 for any  consecutive
three month  period),  the Company is  prohibited  from taking  certain  actions
without the approval of the holders of a majority of the  outstanding  shares of
Series  A  Preferred,   including,   among  other  things,  a  sale  of  all  or
substantially  all of the Company's  assets,  a transfer or  cancellation of the
Company's license from its technology licensor, the making of certain restricted
payments, the incurrence of any indebtedness (subject to certain exceptions), or
a change in the Company's principal business. Except as provided by law, holders
of Common  Stock and Series A  Preferred  otherwise  vote  together  as a single
class.

Board Change of Control.  In the event the Operational  Date has not occurred by
September  30,  2006,  the holders of the Series A  Preferred  have the right to
elect a majority  of the  members of the Board of  Directors.  This right  would
terminate,  however, upon the first to occur of the Operational Date or the date
on which less than 50% of the shares of Series A Preferred remain outstanding.

Liquidation  Rights.  Upon any  liquidation,  dissolution  or  winding-up of the
Company  (including  a sale of the  Company),  the holders of Series A Preferred
have the right to receive $2.50 per share (plus  accrued but unpaid  dividends),
prior to and in preference over any  liquidation  payment on the Common Stock or
any other class of  preferred  stock.  Following  payment of the  aforementioned
liquidation  preference,  holders  of the Series A  Preferred  are  entitled  to
participate  fully with the holders of Common Stock on a common stock equivalent
basis with respect to the distribution of any remaining assets.

Redemption.  The holders of a majority of the shares of Series A Preferred  have
the option to require the Company to redeem all  outstanding  shares of Series A
Preferred on the five year  anniversary of issuance at a redemption  price equal
to $2.50 per share, plus accrued and unpaid dividends to that date. In the event
the  holders  do not  exercise  this  redemption  right,  all shares of Series A
Preferred  will  automatically  convert  into  shares  of  Common  Stock on such
five-year anniversary, as described below.

Mandatory  Conversion.  Each  share of  Series A  Preferred  will  automatically
convert into one share of Common Stock (i) in the event the Company  consummates
an underwritten  public offering of its securities at a price per share not less
than $5.00 and for a total gross offering  amount of at least $10 million,  (ii)
in the event of a sale of the  Company  resulting  in proceeds to the holders of
Series A Preferred of a per share  amount of at least $5.00,  (iii) in the event
that the closing  market price of the Common  Stock  averages at least $7.50 per
share over a period of 20 consecutive  trading days and the daily trading volume
averages at least 75,000 shares over such period, (iv) at any time following the
first to occur of September 30, 2006 or the Operational  Date, upon the approval
of a  majority  of the  then-outstanding  shares of Series A  Preferred,  or (v)
unless the  Company is  otherwise  obligated  to redeem the shares as  described
above, on April 28, 2010.

                                       2
Optional  Conversion.  Each holder has the right to convert its shares  Series A
Preferred into shares of Common Stock on a one-for-one  basis,  provided that no
such conversion may take place prior to the first to occur of September 30, 2006
or the Operational Date.

Terms of the Warrants

The Warrants are exercisable  for a period of five years  commencing as of their
issuance date, at an exercise price of $4.00 per share.

Registration Rights Agreement

In  connection  with the  issuance of the  Securities,  on April 28,  2005,  the
Company  entered into a  Registration  Rights  Agreement  granting the Investors
certain demand and piggyback registration rights.

Employment Agreements

On April 28, 2005, the Company entered into new employment  agreements with each
of Thomas L. Collins, the Company's Chief Executive Officer, Fred Lundberg,  the
Company's Senior Vice President,  Steven Racoosin, the Company's President,  and
David Rane, the Company's Chief Financed Officer.  The new agreements  supersede
and replace  each  officer's  existing  employment  agreement  with the Company.
Pursuant  to the new  agreements,  the  executives  will  continue  to serve the
Company in the same  capacities  but on an  "at-will"  basis.  Messrs.  Collins,
Lundberg, Racoosin and Rane will receive an annual salary of $224,000, $204,000,
$225,000 and $224,000,  respectively, and are each entitled to bonuses as may be
deemed  appropriate  by the Board of  Directors.  Each  executive is entitled to
receive 12 months salary and  continuation  of benefits in the event the Company
terminates  his agreement  for other than "good cause" or the executive  resigns
from  the  Company  for  "good  reason"  (as  such  terms  are  defined  in  the
agreements).  In addition,  each  executive will be entitled to 12 months salary
and continuation of benefits in the event of disability or death during the term
of his agreement.

Engagement Agreement with John Pimentel

On April 28, 2005,  the Company  entered into an engagement  agreement with John
Pimentel,  a director of the Company, to serve as an advisor to the Company with
respect to business  development and corporate  strategy  issues.  The agreement
provides that Mr.  Pimentel  will be nominated as a director  during the term of
the agreement.  The Company agreed to pay Mr. Pimentel a monthly advisory fee of
$15,000.  The term of the agreement  extends until  December 31, 2007 and may be
automatically extended for additional one-year periods.

                                       3
Engagement Agreement with Cagan McAfee Capital Partners, LLC

On April 28, 2005, the Company  entered into an engagement  agreement with Cagan
McAfee  Capital  Partners to serve as a financial  advisor to the Company.  John
Pimentel,  a  director,  is a Director of Cagan  McAfee  Capital  Partners,  LLC
("CMCP").  The  agreement  provides  that Mr.  Pimentel  will be  nominated as a
director  during  the term of the  agreement  so long as CMCP or its  affiliates
collectively own at least 500,000 shares of the Company's capital stock. CMCP is
paid a monthly advisory fee of $5,000.  The term of the agreement  extends until
December  31, 2006 and may be  automatically  extended for  additional  one-year
periods.

Engagement Agreement with Chadbourn Securities, Inc.

On April 28,  2005,  the  Company  entered  into an  engagement  agreement  with
Chadbourn Securities,  Inc., an NASD broker/dealer  ("Chadbourn"),  to serve the
Company as a financial advisor and as placement agent in private equity and debt
financings.  Chadbourn  will  be paid a cash  fee  equal  to  1.0%  of any  debt
financing to the extent Chadbourn  assisted in securing the debt financing and a
cash fee equal to 2.0% of any equity financing.  In addition, if Chadbourn is an
investor or raises funds for the Company  directly from investors,  it will also
receive a cash fee equal to 8% of gross equity  proceeds  and warrants  equal to
10% of the shares purchased in such equity financings. The term of the agreement
extends until June 30, 2005.

Item 1.02  Termination of a Material Definitive Agreement.

The new employment agreements with each of Messrs. Collins,  Lundberg,  Racoosin
and  Rane  each  supersede  their  original   employment   agreements  in  their
entireties.  To the  extent  applicable,  the  discussion  above  regarding  the
supersession  of  the  original  employment  agreements  by the  new  employment
agreements for each executive is  incorporated  herein by reference to this Item
1.02.

Item 3.02. Unregistered Sales of Equity Securities.

See Item 1.01.

WWT  issued  and  sold  the  Securities  pursuant  to  certain  exemptions  from
registration  provided by Rule 506 of  Regulation D and Section 4(2) and Section
4(6) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

See Item 1.01

Item 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
Year.

See Item 1.01.

                                       4
Item 9.01. Financial Statements and Exhibits.

(c)  Exhibits

Exhibit No.   Description
-----------   -----------

3.1           Certificate of Determination of Rights, Preferences and Privileges
              of the 8% Series A Cumulative Redeemable Convertible Participating
              Preferred Stock of World Waste Technologies, Inc.

10.1          Securities  Purchase  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited, and Trellus Partners, LP, Trellus Partners II, LP

10.2          Form of Warrant

10.3          Registration  Rights  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited,  Trellus  Partners,  LP, and Trellus  Partners  II, LP, a
              Delaware limited  partnership and the individuals and entities set
              forth on the signature pages thereto

10.4          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Thomas L. Collins

10.5          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Fred Lundberg

10.6          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Steve Racoosin

10.7          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and David Rane

10.8          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and John Pimentel

10.9          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Cagan McAfee Capital Partners,
              LLC

10.10         Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Chadbourn Securities, Inc. and
              Addendum dated April 29, 2005

                                       5
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, thereunto duly authorized.

                                        WORLD WASTE TECHNOLOGIES, INC.

                                        By: /s/ Thomas L. Collins
                                           -------------------------------------
                                           Thomas L. Collins
                                           Chief Executive Officer

Date: May 4, 2005

                                       6
Exhibit Index

Exhibit No.   Description
-----------   -----------

3.1           Certificate of Determination of Rights, Preferences and Privileges
              of the 8% Series A Cumulative Redeemable Convertible Participating
              Preferred Stock of World Waste Technologies, Inc.

10.1          Securities  Purchase  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited, Trellus Partners, LP, and Trellus Partners II, LP

10.2          Form of Warrant

10.3          Registration  Rights  Agreement  dated as of April 28, 2005 by and
              among  World  Waste  Technologies,  Inc.,  Trellus  Offshore  Fund
              Limited,  Trellus  Partners,  LP, and Trellus  Partners  II, LP, a
              Delaware limited  partnership and the individuals and entities set
              forth on the signature pages thereto

10.4          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Thomas L. Collins

10.5          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Fred Lundberg

10.6          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and Steve Racoosin

10.7          Employment  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and David Rane

10.8          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies, Inc. and John Pimentel

10.9          Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Cagan McAfee Capital Partners,
              LLC

10.10         Engagement  Agreement  dated as of April 28,  2005 by and  between
              World Waste Technologies,  Inc. and Chadbourn Securities, Inc. and
              Addendum dated April 29, 2005