-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMOC/05n8Dvqls+b8Xj7BxLbazSmKEtNuOBraPCNmzy5A6uczbwnNLr2mvUTRDbX T4ULvFqHz5Js1yznOnsPnQ== 0001210052-04-000051.txt : 20041007 0001210052-04-000051.hdr.sgml : 20041007 20041006183411 ACCESSION NUMBER: 0001210052-04-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTECH ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001066923 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 980222013 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79492 FILM NUMBER: 041069150 BUSINESS ADDRESS: STREET 1: 8513 ROCHESTER AVE STREET 2: . CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9094773200 MAIL ADDRESS: STREET 1: 8513 ROCHESTER AVE STREET 2: . CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: CYBER PUBLIC RELATIONS INC DATE OF NAME CHANGE: 20010111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 930 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-659-7790 MAIL ADDRESS: STREET 1: 930 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 eevte13da1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No 1) Entech Environmental Technologies Inc.(Name of Issuer) Common Stock (Title of Class of Securities) 29362P105 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No 29362P105 13D 1 Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3 SEC Use Only 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Owned 2,000,000 shares beneficially owned in the By Each aggregate Reporting Person With 8 Shared Voting Power 0 9 Sole Dispositive Power 2,000,000 shares beneficially owned in the aggregate 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person PN Item 1. Security and Issuer. This Amendment No.1 to Schedule 13D (the "Statement") amends the Schedule 13D filed on January 1, 2004(the "Original 13D") relates to shares of common stock, par value $0.001 per share, (the "Common Stock") of Entech Environmental Technologies Inc, a Florida corporation (the "Company") having its principal executive offices at 8513 Rochester Avenue, Rancho Cucamonga, CA 91730. Item 2. Identity and Background. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew B. Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable Item 4. Purpose of Transaction. Not applicable Item 5. Interest in Securities of the Issuer. There is no change to report for Item 5 except for the addition of the following: (c) On September 30, 2004, the Reporting Person voluntarily cancelled and returned to the Issuer warrants to purchase 7,150,000 shares of the Issuer's common stock that were initially exercisable at a price ranging between $1 to $6 per share that were granted to the Reporting Person on January 21, 2004, thereby reducing the number of shares of common stock beneficially owned by the Reporting Person from 48.1% to 6.7%. On September 30, 2004, the Reporting Person advanced to the Issuer the sum of $561,912 under a Convertible Note ("Convertible Note"). The Convertible Note matures on September 30, 2006. The Convertible Note may be converted into shares of the Issuer's common stock at the initial conversion price of $0.025 per share of common stock (22,476,480 shares). However, the Convertible Note permits its conversion into shares of common stock of the Issuer only if upon conversion, the holder and its affiliates will own beneficially 4.99% or less of the Issuer's outstanding common stock. The holder of the Convertible Note may waive the ownership limitation upon not less than 61 days' notice to the Issuer. The Convertible Note is one of a series of convertible notes made by the Issuer and secured by a lien on the assets of the Issuer and its subsidiaries. In connection with the Convertible Note, the Issuer granted to the Reporting Person a Common Stock Purchase Warrant ("Warrant") to purchase 8,428,680 shares of the Issuer's common stock at an exercise price of $0.15 per share. The Warrant may be exercised at any time on or before the Warrant expiration date of September 30, 2009. The Warrant may be exercised only if upon exercise the holder and its affiliates will own beneficially 4.99% or less of the Issuer's outstanding common stock. The holder of the Warrant may waive the ownership limitation upon not less than 61 days' notice to the issuer. On October 2, 2004, the Reporting Person made a second advance to the Issuer under a Convertible Note in the amount of $275,000 (convertible into 11,000,000 shares of Issuer common stock) and was issued a Warrant to purchase 4,125,000 shares of the Issuer's common stock. The terms, price, and provisions of the Convertible Note and Warrants issued on October 2, 2004 are substantially the same as those evidencing the September 30, 2004 transactions. For purposes of the Convertible Note and Warrant, beneficial ownership is to be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder. The Reporting Person disclaims beneficial ownership of the shares of common stock issuable upon conversion of the Convertible Notes and issuable upon exercise of the Warrant because of the limitations described above. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE1 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 6, 2004 /s/ ANDREW WORDEN - -------------------- Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----