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"
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- Peter Lynch
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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