-----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, VKAIw5sT2BsUsQtE+YgsfuK7Vh32iIpkA8Woz0EareiQ3uP5aNTMkpqVBVKnO4LY 8OzsA+COp6YvP1EXKNGpxA== 0001210052-04-000079.txt : 20041222 0001210052-04-000079.hdr.sgml : 20041222 20041221174030 ACCESSION NUMBER: 0001210052-04-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041221 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: 041218437 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: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-659-7790 MAIL ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 eevt13da2finall.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No 2) 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) December 17, 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 1,579,842 shares beneficially owned in the By Each aggregate Reporting Person With 8 Shared Voting Power 0 9 Sole Dispositive Power 1,579,842 shares beneficially owned in the aggregate 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,842 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 4.9% 14 Type of Reporting Person PN Item 1. Security and Issuer. This Amendment No.2 to Schedule 13D (the "Statement") amends the Schedule 13D filed on January 1, 2004 (the "Original 13D")and Amendment No. 1 filed on October 7, 2004 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) In addition to the advanced sums previously reported on Schedule 13D/A filed on October 7, 2004 the Reporting Person advanced additional $225,100 to the issuer under three Convertible Notes (the Convertible Notes) dated November 11, 2004. The Convertible Notes may be converted into shares of the Issuer's common stock at the initial conversion price of $0.025 per share of common stock (9,004,009 shares). However, the Convertible Notes permit their conversion into shares of common stock of the Issuer only if upon conversion, the holder and its affiliates will own beneficially 4.9% or less of the Issuer's outstanding common stock. The holder of the Convertible Notes may waive the ownership limitation upon not less than 61 days' notice to the Issuer. The Convertible Notes are part 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 Notes issued on November 11, 2004, the Issuer granted to the Reporting Person Common Stock Purchase Warrants ("Warrants") to purchase 3,376,503 shares of the Issuer's common stock at an exercise price of $0.15 per share. The Warrants may be exercised at any time on or before the Warrants expiration date of November 11, 2009. The Warrants may be exercised only if upon exercise the holder and its affiliates will own beneficially 4.9% or less of the Issuer's outstanding common stock. The holder of the Warrants may waive the ownership limitation upon not less than 61 days' notice to the issuer. On December 17, 2004 the Reporting Person sold 2,000,000 shares of the Common Stock at a price of $0.01 per share in a private transaction. The shares sold represented all of the shares of common stock owned directly by the Reporting Person. The number of shares reported as owned by the Reporting Person as of date represent the 4.9% of shares of the Common Stock that may be acquired by the Reporting Person upon exercise of the Convertible Notes and the Warrants referenced in the subject Schedule 13D, none of which have been converted or exercised.For purposes of the Convertible Note and the Warrants, 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 Warrants in excess of 4.9% of the issued and outstanding shares of authorized Common Stock of the Issuer. 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: December 21, 2004 /s/ ANDREW WORDEN - -------------------- Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----