Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
CYBER PUBLIC RELATIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
232450-10-6
(CUSIP Number)
DOUGLAS L. PARKER
8513 ROCHESTER AVENUE, RANCHO CUCAMONGA, CALIFORNIA 91730
(909) 912-0828
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 21, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sec. 240.13d-1(e), 240.13d(f), or 240.13d(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 Rule 240.13d-7 for other
parties to whom copies are to be sent.
1
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Douglas L. Parker
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,250,000 shares of the Common Stock of the Issuer
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
None
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,250,000 shares of the Common Stock of the Issuer
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 shares of the Common Stock of the Issuer
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.57% of the Common Stock of the Issuer.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
2
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock of Cyber Public Relations, Inc.
(the "Issuer"). The principal executive offices of the Issuer are located at
8513 Rochester Avenue, Rancho Cucamonga, California 91730.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D is hereby filed by Douglas L. Parker, an individual (the
"Reporting Person"). The Reporting Person's business address is 8513 Rochester
Avenue, Rancho Cucamonga, California 91730. The Reporting Person is the Vice
President and a director of the Issuer. The Issuer's address is 8513 Rochester
Avenue, Rancho Cucamonga, California 91730.
During the last five years, the Reporting Person (a) has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
(b) was not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which 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.
The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 21, 2004 the Issuer completed the acquisition of all of the
issued and outstanding shares of Environmental Technologies, Inc., a Nevada
corporation ("Entech") pursuant to a Capital Stock Exchange Agreement, attached
as an exhibit to this Schedule 13D. Pursuant to the transaction, an aggregate
of 9,550,000 shares of the Issuer common stock were issued to the 12
stockholders of Entech in exchange for 9,550,000 shares of Entech common stock,
which represented 100 percent of the issued and outstanding shares of the common
stock of Entech. A majority of the shares were issued to Steven D. Rosenthal
(1,000,000 shares), Robert K. Christie (3,750,000 shares), and Douglas L. Parker
(1,250,000), members of the Issuer's newly elected board of directors, and
Grover G. Moss (910,000 shares), the father-in-law of Douglas L. Parker. In
connection with the Stock Exchange transaction, the Issuer's stockholders
canceled 1,884,000 of their 2,199,000 shares, leaving 315,000 shares issued and
outstanding. In addition, all debts owing by the Issuer were cancelled by an
affiliate of its former controlling stockholder, Thomas Braun, to facilitate the
transaction described herein in exchange for a total additional consideration of
US$275,000 paid by Entech to the stockholders of the Issuer.
The above described transaction was intended to qualify as a tax-free
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended.
The additional consideration of US$275,000 paid by Entech was comprised of
US$50,000 of Entech funds, paid at the closing of Capital Stock Exchange
Agreement to the stockholders of the Issuer, and the sum of US$225,000,
delivered to the Issuer by Entech pursuant to that certain Stock Purchase
Agreement by and between Entech and Barron Partners LP, an accredited investor,
dated as of January 14, 2004 and attached as an exhibit to this Schedule 13D. On
January 27, 2004, the Issuer completed the private sale of 2,000,000 shares of
its common stock and 7,150,000 warrants for an aggregate consideration of
US$2,000,000 to Barron Partners LP, pursuant to the Stock Purchase Agreement, as
amended. The sale was exempt from registration pursuant to Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933, as amended.
The foregoing descriptions of the transactions are qualified in their
entirety to the full text of the Capital Stock Exchange Agreement, the Stock
Purchase Agreement, and the Amendment to the Stock Purchase Agreement, all of
which are filed as exhibits to this Schedule 13D.
Entech is a Nevada corporation located in Rancho Cucamonga, California,
formerly known as Parr Development, Inc., which was incorporated in 2001. Parr
changed its name to "Environmental Technologies, Inc."
3
in 2003. In December 2003 through a series of reverse triangular mergers, Entech
acquired the following three subsidiaries:
- - Christie-Peterson Development, a California corporation incorporated in
1995, a provider of construction, repair, and maintenance services for
petroleum service stations in California, Nevada, and Arizona;
- - H.B. Covey, Inc., a California corporation founded in 1948 and incorporated
in 1971, a fueling station diagnostic and maintenance company with
petroleum construction experience in building and maintaining service
stations; and
- - Advanced Fuel Filtration Services, Inc., a California corporation
incorporated in 1995, a provider of comprehensive environmental management
solutions for the petroleum industry, with operations including fuel and
chemical transportation, hazardous and non-hazardous waste disposal,
emergency HAZMAT response, and underground storage tank cleaning and
filtration services.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired his interest in the Issuer solely for
investment purposes. Subsequent to the completion of the Stock Purchase
transaction, the Reporting Person was elected Vice President and a director of
the Issuer. Ms. Maria Trinh resigned as the sole officer and director of the
Issuer. In such capacities, the Reporting Person has the power of influencing
the management of the Issuer as to various business and corporate matters.
Subsequent to the consummation of the Stock Purchase and Stock Exchange
transactions, the Issuer's newly elected board of directors proposed that the
Issuer be merged with and into Entech Environmental Technologies, Inc., a Nevada
corporation. If and when such a merger transaction should take place, the plan
and agreement of merger would include an amendment to the Issuer's Articles of
Incorporation to change the name from "Cyber Public Relations, Inc." to "Entech
Environmental Technologies, Inc." In addition, the Issuer would adopt new Bylaws
under Nevada law. The change in the Issuer's name would more accurately reflect
our corporate purpose. Upon consummation of such proposed merger transaction,
the Issuer would change its state of incorporation from Florida to Nevada.
Other than the completed and planned transactions described in Items 3 and
4, the Reporting Person has no present plans or proposals that relate to or that
would result in any of the following actions:
1. The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
4. Any material change in the present capitalization or dividend policy
of the Issuer;
5. Any other material change in the Issuer's business or corporate
structure;
6. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
7. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
8. A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
9. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
4
The Reporting Person may be deemed to be the beneficial owner of 1,250,000
shares of the Common Stock of the Issuer, which constitute approximately 6.57
percent of the outstanding shares of the Common Stock of the Issuer. The
Reporting Person has the sole power to vote and to dispose of all shares of the
Common Stock of the Issuer owned by him directly.
Other than the transactions described in Items 3 and 4 above, there have
been no transactions in the Common Stock of the Issuer by the Reporting Person
during the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
To the best knowledge of the Reporting Person, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
10.1 Capital Stock Exchange Agreement between the Registrant and the Stockholders of
Environmental Technologies, Inc., dated January 21, 2004.
10.2 Stock Purchase Agreement between Environmental Technologies, Inc. and Barron Partners
LP, dated January 14, 2004.
10.3 Amendment to Stock Purchase Agreement between Environmental Technologies, Inc. and
Barron Partners LP, dated January 21, 2004.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 27, 2004
/s/
-----------------------------------------
DOUGLAS L. PARKER
5