<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>entechsb2-051906.txt
<DESCRIPTION>ENTECH SB-2
<TEXT>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2006
                                                      Registration No. 000-32249

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20002

                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

------------------------------------------------------------------------------



                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

--------------------------------------------------------------------------------
            Florida                    7389                       77-0616120
--------------------------------------------------------------------------------
   (State or jurisdiction   (Primary Standard Industrial       I.R.S. Employer
      of incorporation        Classification Code Number)    Identification No.)
      or organization)
--------------------------------------------------------------------------------

                         3233 Grand Avenue, Suite N-353
                       Chino Hills, California 91709-1489
                                 (866) 815-3951

          (Address and telephone number of principal executive offices)

                          Copies of communications to:
BURR  D.  NORTHROP                                       JOSEPH I. EMAS
3233 GRAND AVENUE, SUITE N-353                        1224 WASHINGTON AVENUE
CHINO HILLS, CALIFORNIA 91709-1489                   MIAMI BEACH, FLORIDA 33139
TELEPHONE NO.: (866) 815-3951                      TELEPHONE NO.: (305) 531-1174
(Name, Address and Telephone                       FACSIMILE NO.: (305) 531-1274
  Number of Agent for Service)

      Approximate  date of proposed sale to public:  From time to time after the
effective date of this registration statement.

      If any of the securities  being  registered on this form are to be offered
on a delayed or continuous  basis pursuant to Rule 415 under the Securities Act,
check the following box. |X|

      If this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|


<PAGE>

                                           CALCULATION OF REGISTRATION FEE
                                           -------------------------------
<TABLE>
<CAPTION>

       Title of each                                   Proposed                Proposed
       Class of                 Amount                 Maximum                 Maximum                Amount of
       Securities to            to be                  Offering Price          Aggregate              Registration
       be registered            Registered             per share (1)           Offering price         Fee (2)
       ------------------------ ---------------------- ----------------------- ---------------------- ----------------------
       <S>                      <C>                   <C>                      <C>                    <C>
       Common stock                 26,870,507                 $.06              $1,612,230              $172.51
       ------------------------ ---------------------- ----------------------- ---------------------- ----------------------
       Shares underlying
       convertible promissory
       notes                        62,661,400                 $.06              $3,759,684              $402.29
       ------------------------ ---------------------- ----------------------- ---------------------- ----------------------
       Shares of  Common
       Stock underlying
       Warrants                     20,712,680                 $.06              $1,242,671              $132.98
       ------------------------ ---------------------- ----------------------- ---------------------- ----------------------
        Total                      110,244,587                                                           $707.78
       ------------------------ ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


(1)   Includes shares of our common stock,  $.001 par value per share, which may
      be offered  pursuant  to this  registration  statement,  which  shares are
      presently outstanding.
(2)   Represents  the  aggregate  number of shares of our Common  Stock that are
      initially issuable upon the exercise of Common Stock Purchase Warrants for
      the purchase of 20,712,680  shares,  subject in each case to adjustment in
      certain  circumstances.  In addition to the shares set forth in the table,
      the amount to be  registered  includes an  indeterminate  number of shares
      issuable upon conversion of the secured  convertible notes and exercise of
      the warrants,  as such number may be adjusted as a result of stock splits,
      stock dividends and similar  transactions in accordance with Rule 416. The
      number of shares of common stock  registered  hereunder  represents a good
      faith estimate by us of the number of shares of common stock issuable upon
      conversion  of the  secured  convertible  notes and upon  exercise  of the
      warrants.  For purposes of estimating the number of shares of common stock
      to be included in this registration  statement, we calculated a good faith
      estimate of the number of shares of our common  stock that we believe will
      be issuable  upon  conversion  of the secured  convertible  notes and upon
      exercise  of  the  warrants  to  account  for  market  fluctuations,   and
      antidilution and price protection  adjustments,  respectively.  Should the
      conversion  ratio result in our having  insufficient  shares,  we will not
      rely upon Rule 416,  but will file a new  registration  statement to cover
      the resale of such  additional  shares  should that become  necessary.  In
      addition,  should a  decrease  in the  exercise  price  as a result  of an
      issuance or sale of shares below the then current market price,  result in
      our having  insufficient  shares, we will not rely upon Rule 416, but will
      file a new  registration  statement to cover the resale of such additional
      shares should that become necessary.

(3)   Pursuant to Rule 457(c), the offering price is based on the average of the
      ($.06)  bid and asked  ($.06)  prices of one  share of  Common  Stock,  as
      reported  on the  OTC  Bulletin  Board  on May  22,  2006,  and  has  been
      established solely for the purpose of calculating the registration fee.



      THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

================================================================================


<PAGE>



THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                    SUBJECT TO COMPLETION, DATED JUNE 7, 2006

                             PRELIMINARY PROSPECTUS

                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

                         110,244,587 SHARES COMMON STOCK
                                ----------------

                                ----------------
         This prospectus relates to the resale by the selling stockholders of up
to an  aggregate  of  110,244,587  shares of our common  stock,  including up to
62,661,400  underlying  convertible notes payable and up to 20,712,680 shares of
common stock issuable upon the exercise of common stock purchase  warrants.  The
selling  stockholders  may sell common stock from time to time in the  principal
market  on which  the  stock is  traded  at the  prevailing  market  price or in
negotiated transactions.  The selling stockholders may be deemed underwriters of
the shares of common stock, which they are offering. We will pay the expenses of
registering these shares.

         Our common stock is registered  under  Section 15(d) of the  Securities
Exchange Act of 1934 and is listed on the Over-The-Counter  Bulletin Board under
the symbol  "EEVT".  The last reported sales price per share of our common stock
as  reported  by the  Over-The-Counter  Bulletin  Board  on May  22,  2006,  was
$0.06.

         The  selling  stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act.


THE PURCHASE OF THE SECURITIES  OFFERED THROUGH THIS PROSPECTUS  INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 6.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

         The Commission  has adopted  regulations  that  generally  define penny
stock to be any  equity  security  that has a market  price  less than $5.00 per
share,  subject to certain  exceptions.  Upon  authorization  of the  securities
offered hereby for quotation,  such securities will not initially be exempt from
the definition of penny stock. If the securities  offered hereby fall within the
definition of a penny stock  following the effective  date,  our  securities may
become subject to rules that impose  additional  sales practice  requirements on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers and  accredited  investors  (generally  those with assets in excess of
$1,000,000 or annual income exceeding $200,000,  or $300,000 together with their
spouse).  For transactions covered by these rules, the broker-dealer must make a
special  suitability  determination for the purchase of such securities and have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the  delivery,  prior to the  transaction,  of a risk
disclosure  document  mandated  by the  Commission  relating  to the penny stock
market.  The  broker-dealer  also must disclose the  commissions  payable to the
broker-dealer,  current  quotations for the securities and, if the broker-dealer
is the sole  market-maker,  the  broker-dealer  must  disclose this fact and the
broker-dealer's  presumed control over the market.  Finally,  monthly statements
must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Consequently, the
penny  stock  rules may  restrict  the  ability  of  broker-dealers  to sell our
securities and may affect the ability of purchasers in this offering to sell our
securities in the secondary market.


<PAGE>


                  The Date of this Prospectus is: June 7, 2006.

         All dealers that effect transactions in these securities whether or not
participating in this offering may be required to deliver a prospectus.  This is
in addition to the dealer's  obligation  to deliver a prospectus  when acting as
underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

         The  following  table of  contents  has been  designed to help you find
important information contained in this prospectus. We have included subheadings
to aid you in searching for  particular  information  to which you might want to
return. You should, however, read the entire prospectus carefully.


Prospectus Summary.............................................................3
The Resale Offering............................................................3
Summary Financial Data.........................................................5
Risk Factors...................................................................6
Where You Can Find More Information...........................................11
Use Of Proceeds...............................................................11
Market For Common Equity And Related Stockholder Matters......................11
Dilution......................................................................11
Selling Shareholders..........................................................12
Plan Of Distribution..........................................................14
Penny Stock Rules / Section 15(g) of the Exchange Act.........................15
Legal Proceedings.............................................................16
Directors, Executive Officers and Control Persons.............................16
Security Ownership of Certain Beneficial Owners and Management................18
Description of Securities.....................................................19
Interests of named Experts and Counsel........................................21
Disclosure of Commission Position of Indemnification for
   Securities Act Liabilities.................................................21
Organization within Last Five Years...........................................22
Description of Business.......................................................23
Management's Discussion And Analysis or Plan of Operation.....................25
Description of Properties.....................................................30
Certain Relationships And Related Transactions................................30
Executive Compensation........................................................31
Financial Statements..........................................................33
Changes in and Disagreements with Accountants on Accounting
   and Financial Disclosure...................................................34
Additional Information........................................................34


                                       2

<PAGE>



                               PROSPECTUS SUMMARY

         The following summary highlights selected information contained in this
prospectus.  This  summary  does not  contain  all the  information  you  should
consider  before  investing  in the  securities.  Before  making  an  investment
decision,  you should read the entire prospectus carefully,  including the "risk
factors"  section,  the  financial  statements  and the  notes to the  financial
statements.

         As used in this prospectus,  "we", "us", "our", "EEVT" or "our company"
refers to Entech  Environmental  Technologies,  Inc. and all of its subsidiaries
and affiliated companies.


History
-------

         Entech  Environmental  Technologies,  Inc. ("Entech" or the "Company"),
formerly Cyber Public  Relations,  Inc., was formed in June, 1998 under the laws
of the  State of  Florida.  The  Company  provides  diagnostic  and  maintenance
services to petroleum  service stations in the  southwestern  part of the United
States of America.  We provide a variety of services to  customers  ranging from
large  corporations to retail  consumers,  through our wholly owned  subsidiary,
H.B.  Covey,  Inc.,  a 57 year old  construction  and  maintenance  company that
specializes in the  installation  and  maintenance of fueling  systems.  We have
recently  expanded  our  scope of  services  to  include  installation  of major
household  appliances for major retailers.  We are based in southern  California
and provide service primarily in California.


         Our common stock is deemed to be "penny  stock" as that term is defined
under Rule 3a51-1, promulgated under the Securities Act of 1933, as amended. The
Broker/Dealers  dealing  in penny  stocks  are  required  to  provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
Broker/Dealers  are required to determine whether an investment in a penny stock
is suitable investment for a prospective investor.

         We maintain our principal executive offices at 3233 Grand Avenue, Suite
N-353,  Chino  Hills,  California  91709-1489.  Our  telephone  number  is (866)
815-3951.



                               The Resale Offering
                               -------------------

Issuer                               Entech  Environmental  Technologies,  Inc.

Securities Being Offered            An  aggregate of  110,244,587  shares of our
                                    common   stock,    which   total    includes
                                    61,661,400  shares underlying the notes will
                                    be resold by our  Selling  Shareholders  and
                                    20,712,680   shares  of  our  common   stock
                                    underlying  the  warrants  will be resold by
                                    our Selling Shareholders. The offering price
                                    will be determined by market factors and the
                                    independent   decisions   of   the   Selling
                                    Shareholders.

Notes and Warrants                  Convertible Notes:

                                    In  September , 2004,  a group of  investors
                                    led  by  Barron  Partners  LP,  one  of  our
                                    existing stockholders,  agreed to advance us
                                    a  minimum  of  $100,000  and a  maximum  of
                                    $1,500,000  pursuant to a secured note.  The
                                    note  is  convertible  into  shares  of  our
                                    common  stock  at two  and  one  half  cents
                                    ($0.025) per share.  In addition,  we agreed
                                    to issue our common stock purchase  warrants
                                    to  purchase  15 shares of our common  stock
                                    for every $1.00 of principal of the note, at
                                    an  exercise  price of $0.15 per share.  The
                                    note  has a term  of  two  years  and  bears
                                    interest  at a rate  of  eight  percent  per
                                    annum.   The  note  has  a  first  lien  and
                                    security  interest  on all of our assets and
                                    those of our subsidiaries.

                                       3
<PAGE>

                                    In  December   2005,  we  issued  a  secured
                                    convertible  note  payable  for  $100,000 to
                                    Barron  Partners  LP,  one of  our  existing
                                    stockholders.  The note is convertible  into
                                    shares  of our  common  stock at two and one
                                    half cents ($0.025) per share.  In addition,
                                    we agreed to issue our common stock purchase
                                    warrants to purchase 40 shares of our common
                                    stock for every  $1.00 of  principal  of the
                                    note,  at an  exercise  price of  $0.05  per
                                    share.  The note has a term of two years and
                                    bears  interest  at a rate of eight  percent
                                    per  annum.  The note  has a first  lien and
                                    security  interest  on all of our assets and
                                    those of our subsidiaries.

                                    In  January   2006,   we  issued  a  secured
                                    convertible  note  payable  for  $236,680 to
                                    Barron  Partners LP. The note is convertible
                                    into  shares of our common  stock at two and
                                    one half cents ($0.025) per share.  The note
                                    has a term of two years  and bears  interest
                                    at a rate of eight  percent  per annum.  The
                                    note has a first lien and security  interest
                                    on  all  of  our  assets  and  those  of our
                                    subsidiaries.

                                    In  April   2006,   we   issued  a   secured
                                    convertible  note  payable  for  $167,843 to
                                    Barron  Partners LP. The note is convertible
                                    into  shares of our common  stock at two and
                                    one half cents ($0.025) per share.  The note
                                    has a term of two years  and bears  interest
                                    at a rate of eight  percent  per annum.  The
                                    note has a first lien and security  interest
                                    on  all  of  our  assets  and  those  of our
                                    subsidiaries.

                                    Warrants:

                                    The warrants are  exercisable  from the date
                                    on which they are issued and provide for the
                                    purchase  one share of our  common  stock at
                                    various   purchase  prices  ranging  from  a
                                    purchase  price of $0.15 per  share  through
                                    $3.00 per share, subject to adjustment.

                                    (See   "Share    Purchase    Warrants    and
                                    Convertible Securities")

Common Stock issued
   and outstanding                  Before  the  exercise  of  any  warrants  or
                                    notes: 32,380,840.

Outstanding after this
  resale offering                   Assuming  the  exercise of all  warrants and
                                    notes:

                                    115,754,920  ( the Note  Holders are limited
                                    to  holdings  no  greater  than 4.99% of our
                                    issued  and  outstanding  shares  of  Common
                                    Stock  after  conversion;  In the  event  it
                                    appears to the Board of  Directors  that all
                                    the notes and warrants may be exercised, the
                                    Board of  Directors  will  take  appropriate
                                    action to increase the number of  authorized
                                    shares of common stock).

Use of  Proceeds                    We will not  receive any  proceeds  from the
                                    sale  of our  common  stock  by the  Selling
                                    Shareholders   although   we  will   receive
                                    proceeds   from  the   exercise  of  certain
                                    warrants  (the  underlying  Shares  of  such
                                    warrants  are  being   registered   in  this
                                    Prospectus).

                                    (See   "Share    Purchase    Warrants    and
                                    Convertible Securities")

                                       4
<PAGE>




                            SUMMARY OF FINANCIAL DATA

         The summary of  financial  data as of and for the year ended  September
30,  2005 is derived  from and should be read in  conjunction  with our  audited
financial  statements for the year ended September 30, 2005, including the notes
to those financial statements, which are included elsewhere in this registration
statement along with the section titled "Management's Discussion and Analysis or
Plan of Operation".  The summary of financial data is derived from and should be
read in  conjunction  with audited  financial  statements and notes to financial
statements  for  year  ended  September  30,  2005 and the  unaudited  financial
statements and notes to financial  statements for  three-months  ended March 31,
2006 and 2005.

<TABLE>
<CAPTION>

                                               Year ended September 30,               Six months ended March 31,
                                               2005                2004                2006              2005
                                                                                   (Unaudited)        (Unaudited)
                                          ---------------    ---------------    ---------------    ---------------
<S>                                       <C>                <C>                <C>                <C>
Statement of Operations data:
Revenues                                  $   6,225,000      $   1,703,000      $   3,313,000      $   2,547,000
Cost of Goods Sold                            3,602,000          1,310,000          2,157,000          1,474,000
Operating expenses                            2,844,000         16,379,000          1,299,000          1,265,000
Interest expense                              1,010,000              5,000            553,000            306,000
Other income                                          -                  -             38,000                  -
Loss from discontinued operations                     -         12,926,000                  -                  -
Net loss                                  $  (1,231,000)     $ (28,917,000)     $    (658,000)     $    (498,000)

Net loss per share -
  basic and diluted                       $       (0.05)     $       (2.89)     $       (0.02)     $       (0.02)

Net loss per share -
  continuing operations                   $       (0.05)     $       (1.60)            n/a                n/a

Net loss per share -
  discontinued operations                 $           -      $       (1.29)            n/a                n/a




                                                                                 September 30,          March 31,
                                                                                     2005                2006
                                                                                                     (Unaudited)
                                                                                ---------------    ---------------

Balance Sheet data:
Cash                                                                            $     113,000      $      43,000
Working capital deficit                                                            (1,418,000)        (1,480,000)
Total assets                                                                        1,906,000          1,931,000
Total deficiency in stockholders' equity                                           (1,090,000)        (1,100,000)


</TABLE>

                                       5
<PAGE>


                                  RISK FACTORS

         In addition to the other information included in this Form SB-2, we are
subject to various risk factors. An investment in our common stock being offered
for resale by the  selling  shareholders  is very  risky.  You should  carefully
consider the risk factors  described below,  together with all other information
in this prospectus  before making an investment  decision.  Additional risks and
uncertainties  not  presently  foreseeable  to us may also  impair our  business
operations.  If  any of the  following  risks  actually  occurs,  our  business,
financial condition or operating results could be materially adversely affected.
In such case, the trading price of our common stock could  decline,  and you may
lose all or part of your investment.

BUSINESS RISKS

WE ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

         As an  investor,  you should be aware of the  difficulties,  delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated market trends,  employment costs, and administrative  expenses. We
cannot assure our  investors  that our proposed  business  plans as described in
this report will materialize or prove  successful,  or that we will ever be able
to finalize development of our products or services or operate profitably. If we
cannot  operate  profitably,  you  could  lose  your  entire  investment  in our
securities.  As a result of the nature of our  business,  initially we expect to
sustain substantial operating expenses without generating significant revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

         Our  auditors  have issued a going  concern  opinion,  which means that
there is doubt  that we can  continue  as an  ongoing  business  for the next 12
months.  Unless we can raise additional  capital,  we may not be able to achieve
our objectives and may have to suspend or cease  operations.  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

WE HAVE NOT ACHIEVED  PROFITABLE  OPERATIONS,  WE HAVE A HISTORY OF LOSSES AND A
LARGE  ACCUMULATED  DEFICIT AND WE EXPECT FUTURE LOSSES THAT MAY CAUSE OUR STOCK
PRICE TO DECLINE.

         We incurred  net losses of  approximately  $1.2  million in fiscal year
2005,  $28.9  million in fiscal year 2004,  $457,000  in fiscal  year 2003.  Our
expenses  are  currently  greater  than our  revenues.  Our  ability  to operate
profitably  depends on generating  sales and achieving  sufficient  gross profit
margins.  We cannot  assure  you that we will  achieve  or  maintain  profitable
operations in the future.

         We may  continue  to incur  losses as we spend  additional  capital  to
develop  and  market  our  services  and   establish  our   infrastructure   and
organization to support anticipated operations.  We cannot be certain whether we
will ever earn a significant amount of revenues or profit, or, if we do, that we
will be able to continue  earning such revenues or profit.  Any of these factors
could cause our stock price to decline and result in you losing a portion or all
of your investment in our securities.

INTENSE  COMPETITION IN THE CONSTRUCTION  AND MAINTENANCE  INDUSTRY COULD REDUCE
OUR MARKET SHARE AND PROFITS.

         We serve  markets  that  are  highly  competitive  and in which a large
number of local and regional companies compete.  In particular,  the engineering
and  construction   markets  are  highly  competitive  and  require  substantial
resources  and  capital  investment  in  equipment,   technology,   and  skilled
personnel.  Competition also places downward pressure on our contract prices and
profit  margins.  Intense  competition is expected to continue in these markets,
presenting  us with  significant  challenges  to our  ability to achieve  strong
growth  rates and  acceptable  profit  margins.  If we are  unable to meet these
competitive  challenges,  we could  lose  market  share to our  competitors  and
experience an overall reduction in our profits.

OUR ACQUISITION STRATEGY INVOLVES A NUMBER OF RISKS.

         We intend to pursue growth  through the  opportunistic  acquisition  of
companies  or assets that will enable us to expand our service  lines to provide
more   cost-effective   customer   solutions.   We  routinely  review  potential
acquisitions.  This strategy involves certain risks,  including  difficulties in
the  integration  of operations and systems,  the diversion of our  management's
attention from other business concerns,  and the potential loss of key employees
of  acquired  companies.  We may  not be able to  successfully  acquire,  and/or
integrate acquired businesses into our operations.

                                       6
<PAGE>

OUR PROJECTS EXPOSE US TO POTENTIAL PROFESSIONAL  LIABILITY,  PRODUCT LIABILITY,
OR WARRANTY OR OTHER CLAIMS.

         We construct and maintain large fueling station and storage  facilities
in which system  failure could be disastrous.  Notwithstanding  the fact that we
generally will not accept liability for consequential  damages in our contracts,
any catastrophic  occurrence in excess of insurance limits at projects where our
services  are  performed  could result in  significant  warranty or other claims
against us. Such  liabilities  could  potentially  exceed our current  insurance
coverage and the fees we derive from those  services.  A partially or completely
uninsured claim, if successful and of a significant magnitude, could potentially
result in substantial losses.

WE ARE EXPOSED TO POTENTIAL ENVIRONMENTAL LIABILITIES.

         We are subject to environmental  laws and regulations,  including those
         concerning:

                  -   Emissions into the atmosphere;

                  -   Discharge into soil and ground water;

                  -   Handling and disposal of waste materials; and

                  -   Health and safety.

         Our business often involves working around and with volatile, toxic and
hazardous  substances  and  other  highly  regulated  materials,   the  improper
characterization,  handling or disposal of which could constitute  violations of
federal,  state or local  statutes  and laws,  and result in criminal  and civil
liabilities. Environmental laws and regulations generally impose limitations and
standards for certain  pollutants or waste  materials and require us to obtain a
permit and comply with various other requirements.  Governmental authorities may
seek to impose fines and  penalties on us, or revoke or deny issuance or renewal
of  operating   permits,   for  failure  to  comply  with  applicable  laws  and
regulations.

         The  environmental  health and safety laws and  regulations to which we
are subject are constantly changing,  and it is impossible to predict the effect
of such laws and  regulations on us in the future.  We cannot ensure that future
laws and regulations will not significantly adversely affect us.

LACK OF INDEPENDENT DIRECTORS.

         We cannot guarantee that our board of directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors,  our  executive  officers  could  establish  policies  and enter into
transactions without independent review and approval thereof. This could present
the  potential  for a conflict  of  interest  between  us and our  stockholders,
generally, and the controlling officers, stockholders or directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Our officers and directors are required to exercise good faith and high
integrity in our  management  affairs.  Our articles of  incorporation  provide,
however,  that  our  officers  and  directors  shall  have no  liability  to our
stockholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated the law,  approved an improper dividend or stock repurchase,
or derived an improper  benefit  from the  transaction.  Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with these  activities  they act in good faith and in a manner  that
they  reasonably  believe to be in, or not opposed to, our best  interests,  and
their  conduct does not  constitute  gross  negligence,  misconduct or breach of
fiduciary obligations.

MANAGEMENT OF POTENTIAL GROWTH.

         We may experience rapid growth which will place a significant strain on
our managerial, operational, and financial systems resources. To accommodate our
current size and manage  growth,  we must  continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There is no  guarantee  that we will be able to
effectively  manage the  expansion of our  operations,  or that our  facilities,
systems,  procedures  or  controls  will be  adequate  to support  our  expanded
operations.  Our inability to effectively  manage our future growth would have a
material adverse effect on us.

                                       7
<PAGE>

SECURITIES RISKS

SECURITIES  AND  EXCHANGE   COMMISSION  RULES  CONCERNING  SALES  OF  LOW-PRICED
SECURITIES MAY HINDER RE-SALES OF OUR COMMON STOCK.

         Because  our  common  stock has a market  price  that is less than five
dollars  per share,  our common  stock is not listed on an exchange or quoted on
Nasdaq and is traded on the OTC  Bulletin  Board,  our shares are referred to as
"penny  stocks"  within the  definition  of that term  contained  in Rules 15g-1
through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended.
These rules  impose  sales  practices  and  disclosure  requirements  on certain
broker-dealers who engage in certain transactions  involving penny stocks. These
additional sales practices and disclosure  requirements could impede the sale of
our securities,  including securities purchased herein, in the secondary market.
In general,  penny stocks are low priced securities that do not have a very high
trading volume. Consequently, the price of the stock is volatile and you may not
be able to buy or sell the stock when you want.  Accordingly,  the liquidity for
our securities may be adversely  affected,  with related  adverse effects on the
price of our securities.

         Under the penny stock regulations, a broker-dealer selling penny stocks
to  anyone  other  than  an  established   customer  or  "accredited   investor"
(generally,  an  individual  with a net worth in excess of  $1,000,000 or annual
income exceeding $200,000 or $300,000 together with his or her spouse) must make
a special  suitability  determination  for the  purchaser  and must  receive the
purchaser's  written  consent to the transaction  prior to the sale,  unless the
broker-dealer is otherwise exempt. In addition,  unless the broker-dealer or the
transaction  is  otherwise  exempt,  the penny  stock  regulations  require  the
broker-dealer  to deliver,  prior to any transaction  involving a penny stock, a
disclosure  schedule prepared by the Securities and Exchange Commission relating
to the penny stock.  A  broker-dealer  is also required to disclose  commissions
payable to the  broker-dealer  and the  Registered  Representative  and  current
quotations for the securities.  A broker-dealer is additionally required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's  account and information  with respect to the limited
market in penny stocks.

IF THE SELLING  SECURITY  HOLDERS  ALL ELECT TO SELL THEIR  SHARES OF OUR COMMON
STOCK AT THE SAME TIME, THE MARKET PRICE OF OUR SECURITIES MAY DECREASE.

         It is possible  that the  selling  security  holders  will offer all or
substantially  all of the shares of our common stock covered by this  prospectus
for sale.  Further,  because it is possible that a significant  number of shares
could be sold at the same time hereunder, the sales, or the possibility thereof,
may have a depressive effect on the market price of our common stock.

OUR SECURITIES HAVE BEEN THINLY TRADED ON THE  OVER-THE-COUNTER  BULLETIN BOARD,
WHICH MAY NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.

         Our securities are quoted on the  Over-the-Counter  Bulletin Board. The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides  significantly  less liquidity than the NASDAQ Stock Market or national
or regional exchanges.  Securities traded on the Over-the-Counter Bulletin Board
are usually thinly traded, highly volatile, have fewer market makers and are not
followed by analysts.  The Securities and Exchange  Commission's  order handling
rules,  which  apply to  NASDAQ-listed  securities,  do not apply to  securities
quoted on the Over-the-Counter Bulletin Board. Quotes for stocks included on the
Over-the-Counter Bulletin Board are not listed in newspapers.  Therefore, prices
for  securities  traded  solely on the  Over-the-Counter  Bulletin  Board may be
difficult to obtain and holders of our  securities may be unable to resell their
securities at or near their original acquisition price, or at any price.

INVESTORS MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER  BULLETIN BOARD
SECURITIES.  AS A RESULT,  YOU MAY NOT BE ABLE TO BUY OR SELL OUR  SECURITIES AT
THE TIMES THAT YOU MAY WISH.

         Even though our securities are quoted on the Over-the-Counter  Bulletin
Board, the Over-the-Counter  Bulletin Board may not permit our investors to sell
securities when and in the manner that they wish. Because there are no automated
systems for negotiating trades on the Over-the-Counter  Bulletin Board, they are
conducted via  telephone.  In times of heavy market volume,  the  limitations of
this  process  may  result  in a  significant  increase  in the time it takes to
execute investor orders.  Therefore, when investors place market orders an order
to buy or sell a specific  number of shares at the  current  market  price it is
possible  for the  price of a stock to go up or down  significantly  during  the
lapse of time between placing a market order and its execution.

                                       8
<PAGE>

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE;  THEREFORE, YOU MAY
NEVER SEE A RETURN ON YOUR INVESTMENT.

         We do not  anticipate the payment of cash dividends on our common stock
in the  foreseeable  future.  We anticipate that any profits from our operations
will be devoted to our future  operations.  Any decision to pay  dividends  will
depend upon our  profitability  at the time,  cash  available and other factors.
Therefore,  you may  never  see a  return  on  your  investment.  Investors  who
anticipate a need for immediate income from their investment should not purchase
the company's securities.

OUR STOCK PRICE IS VOLATILE AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES FOR MORE
THAN WHAT YOU PAID.

         Our stock price has been subject to significant volatility, and you may
not be able to sell  shares of  common  stock at or above the price you paid for
them.  The  trading  price  of  our  common  stock  has  been  subject  to  wide
fluctuations in the past. The market price of the common stock could continue to
fluctuate  in the future in  response  to various  factors,  including,  but not
limited to: quarterly  variations in operating  results;  our ability to control
costs and improve cash flow;  announcements of technological  innovations or new
products  by us or our  competitors;  changes in investor  perceptions;  and new
products or product  enhancements by us or our competitors.  The stock market in
general has  continued to  experience  volatility  which may further  affect our
stock price.  As such, you may not be able to resell your shares of common stock
at or above the price you paid for them.

OUR DIRECTORS  HAVE THE RIGHT TO AUTHORIZE  THE ISSUANCE OF PREFERRED  STOCK AND
ADDITIONAL SHARES OF OUR COMMON STOCK.

         Our directors, within the limitations and restrictions contained in our
articles of incorporation and without further action by our  stockholders,  have
the  authority to issue  shares of  preferred  stock from time to time in one or
more series and to fix the number of shares and the relative rights,  conversion
rights, voting rights, and terms of redemption,  liquidation preferences and any
other preferences, special rights and qualifications of any such series. We have
no intention of issuing  preferred  stock at the present  time.  Any issuance of
preferred  stock  could  adversely  affect  the  rights of holders of our common
stock.

         Should we issue additional  shares of our common stock at a later time,
each investor's ownership interest in Entech would be proportionally reduced. No
investor  will have any  preemptive  right to acquire  additional  shares of our
common stock, or any of our other securities.

THE ISSUANCE OF SHARES UPON THE EXERCISE OF  OUTSTANDING  CONVERTIBLE  NOTES AND
WARRANTS  MAY  CAUSE  IMMEDIATE  AND   SUBSTANTIAL   DILUTION  TO  OUR  EXISTING
STOCKHOLDERS.

         The  issuance  of shares  upon the  exercise  of  warrants  and/or  our
convertible  notes may result in substantial  dilution to the interests of other
stockholders since the selling  stockholders may ultimately convert and sell the
full  amount  issuable on  conversion.  There is no upper limit on the number of
shares  that may be issued  which will have the effect of further  diluting  the
proportionate  equity  interest and voting power of holders of our common stock,
including investors in this offering.

WE CANNOT GUARANTY THE EXISTENCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

         Although  our common stock  trades on the NASD OTC  Bulletin  Board,  a
regular  trading  market for our  securities may not be sustained in the future.
The NASD has enacted  recent  changes that limit  quotations on the OTC Bulletin
Board to  securities of issuers that are current in their reports filed with the
Securities and Exchange Commission. We cannot determine the effect of these rule
changes and other  proposed  changes on the OTC Bulletin Board at this time. The
OTC Bulletin  Board is an  inter-dealer,  over-the-counter  market that provides
significantly  less liquidity than the NASD's  automated  quotation  system (the
"NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin Board are
not listed in the  financial  sections of newspapers as are those for the NASDAQ
Stock Market. Therefore, prices for securities traded solely on the OTC Bulletin
Board may be  difficult  to obtain and holders of common  stock may be unable to
resell  their  securities  at or near their  original  offering  price or at any
price.  Market  prices for our common  stock will be  influenced  by a number of
factors, including:

         o the issuance of new equity securities pursuant to an offering;
         o changes in interest rates;
         o competitive  developments,  including announcements by competitors of
         new  products  or  services  or  significant  contracts,  acquisitions,
         strategic partnerships, joint ventures or capital commitments;

                                       9
<PAGE>

         o variations in quarterly operating results;
         o change in financial estimates by securities analysts;
         o the depth and liquidity of the market for our common stock;
         o investor  perceptions  of our company and the petroleum  construction
         and service industry generally; and
         o general economic and other national conditions.

BROKER-DEALER REQUIREMENTS MAY AFFECT THE TRADING AND LIQUIDITY OF SHARES OF OUR
COMMON STOCK.

         Section 15(g) of the Securities  Exchange Act of 1934, as amended,  and
Rule 15g-2 promulgated  thereunder by the SEC require  broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document  before  effecting any  transaction in a penny stock for the investor's
account.

         Potential  investors  in our common  stock are urged to obtain and read
such  disclosure  carefully  before  purchasing any shares that are deemed to be
"penny stock." Moreover,  Rule 15g-9 requires  broker-dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for holders of our common stock to
resell  their  shares to third  parties or to  otherwise  dispose of them in the
market or otherwise.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS,  WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF  BROKER-DEALERS  TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR  SECURITIES IN
THE SECONDARY MARKET.

         Companies  trading on the OTC  Bulletin  Board,  such as ours,  must be
reporting  issuers under Section 12 of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), and must be current in their reports under Section
13, in order to maintain price quotation privileges on the OTC Bulletin Board.

         If we fail to remain current on our reporting requirements, we could be
removed from the OTC Bulletin Board. As a result,  the market  liquidity for our
securities  could be severely  adversely  affected  by  limiting  the ability of
broker-dealers  to sell our securities and the ability of  stockholders  to sell
their securities in the secondary market.

Forward-Looking Statements
-------------------------

         This prospectus includes forward-looking  statements that involve risks
and uncertainties. These forward-looking statements include statements under the
captions "Prospectus Summary," "Risk Factors," "Use of Proceeds,"  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations,"
"Business"  and  elsewhere  in this  prospectus.  You  should  not rely on these
forward-looking  statements  which apply only as of the date of this prospectus.
These  statements  refer  to our  future  plans,  objectives,  expectations  and
intentions.  We use words such as "believe,"  "anticipate,"  "expect," "intend,"
"estimate" and similar expressions to identify forward-looking  statements. This
prospectus also contains forward-looking  statements attributed to third parties
relating to their estimates regarding the growth of certain markets.  You should
not place undue reliance on these forward-looking  statements,  which apply only
as of the date of this  prospectus.  Our actual results could differ  materially
from those  discussed in these  forward-looking  statements.  Factors that could
contribute to these  differences  include those discussed in the preceding pages
and elsewhere in this prospectus.

                                       10
<PAGE>

Where you can get additional information
----------------------------------------

         We will be  subject  to and will  comply  with the  periodic  reporting
Requirements  of Section 12(g) of the  Securities  Exchange Act of 1934. We will
furnish to our shareholders an Annual Report on Form 10-KSB containing financial
information  examined and reported upon by independent  accountants,  and it may
also provide  unaudited  quarterly or other interim reports such as Forms 10-QSB
or Form 8-K as it deems  appropriate.  Our  Registration  Statement on Form SB-2
with respect to the Securities  offered by this  prospectus,  which is a part of
the  Registration  Statement as well as our periodic reports may be inspected at
the public reference  facilities of the U.S. securities and Exchange Commission,
Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington,  D.C. 20549, or from
the Commission's internet website,  www.sec.gov and searching the EDGAR database
for Entech  Environmental  Technologies,  Inc.  Copies of such  materials can be
obtained from the Commission's Washington,  D.C. office at prescribed rates. The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at 1-800-SEC-0330.

                                 USE OF PROCEEDS

         This  prospectus  relates  to shares of our  common  stock  that may be
offered  and sold from  time to time by the  selling  stockholders.  We will not
receive any proceeds  from the sale of shares of common stock in this  offering.
However,  we will  receive  the sale  price of any  common  stock we sell to the
selling stockholder upon exercise of the warrants. We expect to use the proceeds
received from the exercise of the warrants,  if any, for general working capital
purposes.



            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded on the over the counter market and is quoted
on the OTC Bulletin Board under the symbol EEVT. The closing price of our common
stock on June 4,  2006,  as  reported  on the OTC  Bulletin  Board was $0.06 per
share. The high and low closing bid information for our common stock is based on
information  received  from  Bloomberg  L.P.,  the  NASDAQ  Trading  and  Market
Services, and a company market maker.


Quarter Ended                  High        Low
-------------                  ----        ---

March 31, 2004                $0.26       $0.01
June 30, 2004                 $3.00       $0.26
September 30, 2004            $3.00       $1.80
December 31, 2004             $1.95       $0.16
March 31, 2005                $0.16       $0.05
June 30, 2005                 $0.10       $0.05
September 30, 2005            $0.09       $0.05
December 31, 2005             $0.08       $0.06
March 31, 2006                $0.05       $0.05

         The quotations  set forth above reflect  inter-dealer  prices,  without
retail markup, markdown, or commission, and may not necessarily represent actual
transactions.  As of June 7, 2006,  there were  approximately 87 shareholders of
record of our common stock.

         The shares of common  stock are being  offered  for sale by the selling
stockholders at prices established on the Over-The-Counter  Bulletin Board or in
negotiated  transactions  during the term of this  offering.  These  prices will
fluctuate based on the demand for the shares.

                                    DILUTION

Effect of Offering on Net Tangible Book Value Per Share
------------------------------------------------------

         This  offering is for sales of shares by the selling  stockholder  on a
continuous or delayed basis in the future.  Sales of common stock by the selling
stockholder will not result in a change to the net tangible book value per share
before or after the  distribution  of shares by the selling  stockholder.  There
will be no change in the net book value per share  attributable to cash payments
made by the purchasers of the shares being offered. Prospective investors should
be  aware,  however,  that  the  market  price  of our  shares  may not bear any
relationship to net tangible book value per share.

                                       11
<PAGE>


                              SELLING SHAREHOLDERS

         The  following  table  presents   information   regarding  the  Selling
Shareholders.  Unless  otherwise  stated  below,  to our  knowledge  no  Selling
Shareholders  nor any  affiliate  of such  shareholder  has held any position or
office with,  been employed by, or otherwise  has had any material  relationship
with us or our  affiliates,  during  the three  years  prior to the date of this
prospectus.

         None  of  the  Selling   Shareholders   are  members  of  the  National
Association of Securities Dealers,  Inc. The Selling  Shareholders may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933.

         Any of the Selling  Shareholders,  acting  alone or in concert with one
another,  may be considered  statutory  underwriters under the Securities Act of
1933 in they are directly or indirectly  conducting an illegal  distribution  of
the  securities  on  behalf  of  our  corporation.   For  instance,  an  illegal
distribution  may occur if any of the  Selling  Shareholders  were to provide us
with cash  proceeds  from their sales of the  securities.  If any of the Selling
Shareholders  are  determined  to  be  underwriters,  they  may  be  liable  for
securities  violations in  connection  with any material  misrepresentations  or
omissions made in this prospectus.

         In  addition,  the  Selling  Shareholders  and any  brokers and dealers
through whom sales of the securities may be deemed to be  "underwriters"  within
the meaning of the Securities Act of 1933, and the  commissions or discounts and
other  compensation  paid to  such  persons  may be  regarded  as  underwriters'
compensation.

         The number and percentage of shares beneficially owned before and after
the sales is determined in accordance  with Rule 13d-3 and 13d-5 of the Exchange
Act, and the information is not necessarily  indicative of beneficial  ownership
for any other purpose.  We believe that each individual or entity named has sole
investment  and  voting  power  with  respect  to the  securities  indicated  as
beneficially   owned  by  them,   subject  to  community  property  laws,  where
applicable, except where otherwise noted. The total number of common shares sold
under  this  prospectus  may be  adjusted  to reflect  adjustments  due to stock
dividends, stock distributions, splits, combinations or recapitalizations.

         The Selling  Shareholders  named in this prospectus are offering all of
the 110,244,587  shares of common stock offered through this  prospectus.  These
shares  were  acquired  from us in a  private  placement  that was  exempt  from
registration  under Regulation D of the Selling  Shareholders are hereby advised
that  Regulation M of the General Rules and  Regulations  promulgated  under the
Securities  Exchange  Act of 1934  will be  applicable  to their  sales of these
shares of our common stock.  These rules contain  various  prohibitions  against
trading  by  persons   interested  in  a  distribution  and  against   so-called
"stabilization" activities.

         The following  table  provides  information  regarding  the  beneficial
ownership  of our  common  stock  held  by  each  of the  selling  shareholders,
including:

          1.   the number of shares owned by each prior to this offering;
          2.   the total number of shares that are to be offered for each;
          3.   the  total  number  of  shares  that  will be owned by each  upon
               completion of the offering; and
          4.   the percentage owned by each upon completion of the offering.


<TABLE>
<CAPTION>
                                                                                                       Beneficial
                                                                                                       Ownership
                                              Beneficial                                             After Offering
                                              Ownership      Percentage of                             Number of      Percentage
                                            Before Offering   Common Stock     Number of               Shares of         of
                                               Number of      Owned Prior    Shares Being             Common Stock   Common Stock
                    Name                        Shares        to Offering   Registered (1)              Owned           Owned
----------------------------------------   -----------------  -----------   -----------------          ------------- -------------
<S>                                        <C>                <C>           <C>                       <C>            <C>

BARRON PARTNERS LP (3)                       82,591,580 (4)     71.4%      82,591,580 (4)                    -0-          *
BARBARA TAINTER                                     297,500       *               297,500                    -0-          *
BOB JOHNSON                                          50,000       *                50,000                    -0-          *
BRET COVEY                                        1,063,333       *             1,063,333                    -0-          *
BRYAN L. WHIPP                                   80,000 (5)       *             80,000(5)                    -0-          *
BURR NORTHROP                                     4,283,524       *             4,283,524                    -0-          *

                                       12
<PAGE>

BYRON WALKER                                    112,500 (6)       *           112,500 (6)                    -0-          *
CHUCK SNYDER                                         10,000       *                10,000                    -0-          *
DAVID S. NAGELBERG 2003 REVOCABLE  TRUST      1,319,734 (7)       *         1,319,734 (7)                    -0-          *
CLAYTON CHASE                                       375,000       *               375,000                    -0-          *
CORE FUND , LP (8)                                  800,000       *               800,000                    -0-          *
DONALD G. ST. CLAIR                                  73,869       *                73,869                    -0-          *
DOUGLAS BARTON                                       80,000       *                80,000                    -0-          *
DOUGLAS L. PARKER                                 1,753,265       *             1,753,265                    -0-          *
EMIL J. SEDERSTROM                               40,000 (9)       *            40,000 (9)                    -0-          *
FOUR BY FOUR CONSTRUCTION INC. (10)             70,000 (11)       *            70,000 (11)                   -0-          *
G. ROBERT MACDONALD                             40,000 (12)       *           40,000 (12)                    -0-          *
GERALD R. BARRICK                               80,000 (13)       *           80,000 (13)                    -0-          *
GLEN OWENS                                      40,000 (14)       *           40,000 (14)                    -0-          *
GOOD LIFE LIMITED (15)                              157,500       *               157,500                    -0-          *
GROVER G. MOSS                                    1,410,000       *               910,000                500,000          *
GUERRILLA PARTNERS LP (16)                          100,001       *               100,001                    -0-          *
HARRIS INVESTOR SERVICES CUST
   FBO IRA NICHOLAS MARTIN                      20,000 (17)       *           20,000 (17)                    -0-          *
HORIZON CAPITAL INVESTORS LP (18)                 2,085,000       *             2,085,000                    -0-          *
IPOLIS COMMERCIAL LIMITED (19)                      682,063       *               682,063                    -0-          *
JAMES R BINGHAM                                 20,000 (20)       *           20,000 (20)                    -0-          *
JAMES R. CHRIST                                     243,750       *               243,750                    -0-          *
JEFFREY E. ROBINSON                                  25,001       *                25,001                    -0-          *
JEFFREY SALOMON                                520,000 (21)       *          520,000 (21)                    -0-          *
JIMMY D. OMAN                                   40,000 (22)       *           40,000 (22)                    -0-          *
JOHN D NARDONE                                       75,000       *                75,000                    -0-          *
JOHN M. BRAZIER                                      50,000       *                50,000                    -0-          *
JOSEPH W ABRAMS & PATRICIA G                        950,000       *               950,000                    -0-          *
JUNE C. MCDONALD                                40,000 (23)       *           40,000 (23)                    -0-          *
KAREN WEIL                                          153,708       *               153,708                    -0-          *
KENNETH GREEN                                     1,000,000       *             1,000,000                    -0-          *
LEWIS C. PELL                                       665,029       *               665,029                    -0-          *
MARVIEW HOLDINGS INC. (24)                     100,000 (25)       *          100,000 (25)                    -0-          *
MEADOWBROOK OPPORTUNITY FUND (26)                   300,000       *               300,000                    -0-          *
GABRIEL CAPITAL CORP (27)                           553,874       *               553,874                    -0-          *
MIKE BAUMGAERTEL                                     50,000       *                50,000                    -0-          *
NATIONAL INVESTOR SERVICES CORP
   FBO ROBERT REEVES                            60,000 (28)       *           60,000 (28)                    -0-          *
NORMAN C. DYER                                  25,000 (29)       *           25,000 (29)                    -0-          *
NORMAN T. REYNOLDS                                1,100,000       *               250,000                850,000          *
ODYSSEY TRANSPORTATION , INC. (30)                   37,500       *                37,500                    -0-          *
PAUL ORRSON                                          37,500       *                37,500                    -0-          *
RALPH & KAREN WEIL                                   25,001       *                25,001                    -0-          *
RICHARD MOLINSKI                               487,263 (31)       *          487,263 (31)                    -0-          *
RICHARD NESLUND                                     665,009       *               665,009                    -0-          *
ROBERT K. CHRISTIE                           5,603,333 (32)       *        3,770,000 (32)              1,833,333          *
SAN DIEGO TORREY HILLS CAPITAL INC. (33)            875,000       *               875,000                    -0-          *
SCOTT COVEY                                          50,000       *                50,000                    -0-          *
STEFAN LOREN                                         18,750       *                18,750                    -0-          *
STEPHEN MICHAEL BRAZIER                              33,333       *                33,333                    -0-          *
TERENCE F. LEONG                                    950,000       *               950,000                    -0-          *
THE VANGUARD GROUP FOR THE BENEFIT
   OF  BILL KONOLD                              20,000 (34)       *           20,000 (34)                    -0-          *
THIH HTWAR                                      10,000 (35)       *           10,000 (35)                    -0-          *
TOM MONROE                                          100,000       *               100,000                    -0-          *
WILLIAM A. LEWIS IV                                  70,000       *                70,000                    -0-          *
WILLIAM GREENE                                      400,000       *               400,000                    -0-          *
WILLIAM R WINN                                      160,000       *               160,000                    -0-          *
WINDSTONE CAPITAL (36)                              189,000       *               189,000                    -0-          *
YE LIN HTWAR                                    10,000 (37)       *           10,000 (37)                    -0-          *
HAYDEN COMMUNICATIONS, INC. (38)                    100,000       *               100,000                    -0-          *

</TABLE>


* Less than one percent

(1) Based on a total  capital  stock of  115,754,920  consisting  of  32,380,840
shares of common  stock,  and  83,374,080  shares  of  common  stock  underlying
convertible  securities (warrants and promissory notes).
(2) Assumes the sale of all shares registered by each selling shareholder.
(3) Barron Partners LP is controlled by Andrew Worden.
(4) Consists of (i) notes payable that are convertible  into  62,661,400  common
shares, subject to certain limitations regarding percentage ownership;  and (ii)
warrants to purchase 19,930,180 common shares
(5) Includes warrants to purchase 40,000 shares of common stock.
(6) Includes warrants to purchase 75,000 shares of common stock.
(7) The  David S.  Nagelberg  2003  Revocable  Trust is  controlled  by David S.
Nagelberg.

                                       13
<PAGE>

(8) Core  Fund,  LP is  controlled  by David M.  Baker
(9) Includes warrants to purchase 20,000 shares of common stock.
(10) Four by Four Construction, Inc. is controlled by Jeff J. Fargo.
(11) Includes warrants to purchase 35,000 shares of common stock
(12) Includes warrants to purchase 20,000 shares of common stock
(13)  Includes  warrants  to purchase  40,000  shares of
common stock.
(14) Includes warrants to purchase 20,000 shares of common stock.
(15) Good life Limited is controlled by J. Kevin Wood.
(16) Guerrilla  Partners LP is controlled by Peter Siris.
(17) Includes warrants to purchase 10,000 shares of common stock.
(18) Horizon Capital Investors, LP is controlled by Paul Janka.
(19) ) Ipolis Commercial Limited is controlled by Amit Ben-Haim.
(20) Includes warrants to purchase 10,000 shares of common stock.
(21) Includes warrants to purchase 260,000 shares of common stock.
(22) Includes warrants to purchase 20,000 shares of common stock.
(23) Includes warrants to purchase 20,000 shares of common stock.
(24) Marview Holdings, Inc. is controlled by Charles Schleicher.
(25) Includes warrants to purchase 50,000 shares of common stock
(26) Meadowbrook Opportunity Fund is controlled by Evan Greenberg
(27) Gabriel Capital Corp. is controlled by Michael H. Weiss.
(28) Includes warrants to purchase 30,000 shares of common stock.
(29) Includes warrants to purchase 12,500 shares of common stock.
(30) Odyssey Transportation Inc. is controlled by Bryon Walker.
(31) Includes warrants to purchase 90,000 shares of common stock.
(32) Includes warrants to purchase 10,000 shares of common stock.
(33) San Diego Torrey Hills Capital Inc. is controlled by Cliff Mastricola.
(34) Includes warrants to purchase 10,000 shares of common stock.
(35) Includes warrants to purchase 5,000 shares of common stock.
(36) Windstone Capital is controlled by Steven Green.
(37) Includes warrants to purchase 5,000 shares of common stock.
(38) Hayden Communications, Inc. is controlled by Matt Hayden.

 *       less than one percent

         The named party  beneficially  owns and has sole voting and  investment
power  over all  shares or rights to these  shares.  The  numbers  in this table
assume that none of the selling  shareholders  sells  shares of common stock not
being offered in this prospectus or purchases additional shares of common stock,
and assumes that all shares offered are sold.



                              PLAN OF DISTRIBUTION

         The selling stockholders and any of their respective pledgees,  donees,
assignees and other  successors-in-interest  may, from time to time, sell any or
all of their  shares of common  stock on any stock  exchange,  market or trading
facility on which the shares are traded or in private transactions.  These sales
may be at fixed or negotiated prices.  The selling  stockholders may use any one
or more of the following methods when selling shares:

          o    ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer solicits the purchaser;
          o    block trades in which the broker-dealer  will attempt to sell the
               shares  as agent but may  position  and  resell a portion  of the
               block as principal to facilitate the transaction;
          o    purchases  by a  broker-dealer  as  principal  and  resale by the
               broker-dealer for its account;
          o    an  exchange  distribution  in  accordance  with the rules of the
               applicable exchange;
          o    privately-negotiated transactions;
          o    broker-dealers may agree with the selling  stockholders to sell a
               specified number of such shares at a stipulated price per share;
          o    a combination of any such methods of sale; and
          o    any other method permitted pursuant to applicable law.

         The selling  stockholders may also sell shares under Rule 144 under the
Securities  Act,  if  available,   or  Regulation  S,  rather  than  under  this
prospectus. The selling stockholders shall have the sole and absolute discretion
not to  accept  any  purchase  offer or make any sale of shares if they deem the
purchase price to be unsatisfactory at any particular time.

                                       14
<PAGE>

         The  selling  stockholders  or  their  respective   pledgees,   donees,
transferees or other  successors in interest,  may also sell the shares directly
to market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers.  Such broker-dealers may receive  compensation in
the form of discounts,  concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom such  broker-dealers  may act as agents
or to whom they sell as principal or both, which compensation as to a particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling  stockholder  will attempt to sell
shares  of  common  stock  in  block  transactions  to  market  makers  or other
purchasers  at a price per share which may be below the then market  price.  The
selling stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders.  The selling
stockholders and any brokers,  dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus,  may be deemed to be "underwriters" as
that term is  defined  under the  Securities  Act of 1933,  as  amended,  or the
Securities  Exchange Act of 1934, as amended, or the rules and regulations under
such acts. In such event,  any commissions  received by such  broker-dealers  or
agents  and any  profit on the  resale of the  shares  purchased  by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

         We  are  required  to  pay  all  fees  and  expenses  incident  to  the
registration of the shares,  including fees and  disbursements of counsel to the
selling  stockholders,   but  excluding  brokerage  commissions  or  underwriter
discounts.

         The selling  stockholders,  alternatively,  may sell all or any part of
the  shares  offered  in this  prospectus  through  an  underwriter.  No selling
stockholder  has entered into any agreement with a prospective  underwriter  and
there is no assurance that any such agreement will be entered into.

         The selling stockholders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a selling stockholders defaults
on a margin loan, the broker may, from time to time,  offer and sell the pledged
shares. The selling stockholders and any other persons participating in the sale
or  distribution  of the shares will be subject to applicable  provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act,  including,  without  limitation,  Regulation M. These  provisions may
restrict  certain  activities of, and limit the timing of purchases and sales of
any of the shares by, the selling  stockholders or any other such person. In the
event  that  the  selling  stockholders  are  deemed  affiliated  purchasers  or
distribution  participants  within the meaning of Regulation M, then the selling
stockholders  will not be  permitted  to engage in short sales of common  stock.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from  simultaneously  engaging in market making and certain other
activities with respect to such securities for a specified  period of time prior
to the commencement of such  distributions,  subject to specified  exceptions or
exemptions.

         We  have  agreed  to  indemnify  the  selling  stockholders,  or  their
transferees or assignees,  against certain  liabilities,  including  liabilities
under the Securities  Act of 1933, as amended,  or to contribute to payments the
selling stockholders or their respective pledgees,  donees, transferees or other
successors in interest, may be required to make in respect of such liabilities.

         If the  selling  stockholders  notify  us  that  they  have a  material
arrangement  with a  broker-dealer  for the resale of the common stock,  then we
would be required to amend the  registration  statement of which this prospectus
is a part, and file a prospectus  supplement to describe the agreements  between
the selling stockholders and the broker-dealer.

PENNY STOCK RULES / SECTION 15(G) OF THE EXCHANGE ACT

         Our shares are covered by Section 15(g) of the Securities  Exchange Act
of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated there under. They
impose  additional sales practice  requirements on  broker/dealers  who sell our
securities to persons other than established  customers and accredited investors
who  are  generally   institutions  with  assets  in  excess  of  $5,000,000  or
individuals  with net worth in excess of $1,000,000  or annual income  exceeding
$200,000 or $300,000 jointly with their spouses.

         Rule 15g-1 exempts a number of specific  transactions from the scope of
the penny stock rules. Rule 15g-2 declares unlawful  broker/dealer  transactions
in penny stocks unless the  broker/dealer  has first  provided to the customer a
standardized disclosure document.

                                       15
<PAGE>

         Rule 15g-3 provides that it is unlawful for a  broker/dealer  to engage
in a penny  stock  transaction  unless the  broker/dealer  first  discloses  and
subsequently confirms to the customer current quotation prices or similar market
information concerning the penny stock in question.

         Rule  15g-4  prohibits   broker/dealers  from  completing  penny  stock
transactions  for a customer  unless the  broker/dealer  first  discloses to the
customer the amount of compensation or other  remuneration  received as a result
of the penny stock transaction.

         Rule  15g-5  requires  that a  broker/dealer  executing  a penny  stock
transaction,  other than one exempt under Rule 15g-1,  disclose to its customer,
at the time of or prior to the transaction,  information about the sales persons
compensation.

         Rule 15g-6  requires  broker/dealers  selling  penny  stocks to provide
their customers with monthly account statements.

         Rule 15g-9 requires  broker/dealers to approved the transaction for the
customer's  account;  obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment  experience;  make a determination that the
investment  is  suitable  for the  investor;  deliver to the  customer a written
statement for the basis for the suitability  determination;  notify the customer
of his rights and remedies in cases of fraud in penny stock  transactions;  and,
the  NASD's  toll free  telephone  number  and the  central  number of the North
American Administrators Association, for information on the disciplinary history
of broker/dealers and their associated persons.

         The  application  of the penny stock  rules may affect your  ability to
resell  your  shares due to  broker-dealer  reluctance  to  undertake  the above
described regulatory burdens.

                                LEGAL PROCEEDINGS

         NK Heating & Air Conditioning  filed complaint  against the Company and
its formerly  owned  subsidiary , CPI  Development,  Inc. in Los Angeles  County
Superior Court. The complaint alleges a breach of contract, and asks for damages
of  $98,000.  The  Company  believes  that it has  meritorious  defenses  to the
plaintiff's   claims  and  intends  to  vigorously  defend  itself  against  the
Plaintiff's claims.

         Corona Service Park, et al filed  complaint  against the Company in the
Central  District  of  California  of the  United  States  District  Court.  The
complaint  alleges  a breach  of  contract.  The  Company  believes  that it has
meritorious  defenses to the plaintiff's claims and intends to vigorously defend
itself against the Plaintiff's claims.

         The Company is also subject to other legal proceedings and claims which
arise in the  ordinary  course  of its  business.  Although  occasional  adverse
decisions  or  settlements  may  occur,  the  Company  believes  that the  final
disposition  of such  matters  will  not have  material  adverse  effect  on its
financial position, results of operations or liquidity

         Other than described above, we are not engaged in any other litigation,
and are  unaware  of any  claims  or  complaints  that  could  result  in future
litigation.  We will seek to minimize  disputes with our customers but recognize
the  inevitability  of  legal  action  in  today's  business  environment  as an
unfortunate price of conducting business.



          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     NAME                   AGE                     POSITION

Burr D. Northrop             42       President / Principal Financial Officer /
                                            Principal Accounting Officer /
                                            Chairman of the Board of Directors

Terence F. Leong             39       Director

         Directors  of the  Company  hold their  offices  until the next  annual
meeting of the  Company's  shareholders  until their  successors  have been duly
elected and qualified or until their earlier  resignation,  removal of office or
death.  The  officers of the Company  are elected by the Board of  Directors  to
serve until their successors are elected and qualified.

                                       16
<PAGE>

         BURR D. NORTHROP. Burr D. Northrop managed compliance programs and fuel
system  renovations at Connor  Environmental from March 1990 until June 1993. He
served as president of Kaliber Construction and Engineering from June 1992 until
June 1994, where he undertook soil and groundwater  remediation  projects.  From
1992 until the present, he has served as vice president,  secretary,  treasurer,
and president of H.B. Covey, Inc., our wholly-owned  subsidiary.  He was elected
as our president on September 28, 2004.

         TERENCE F. LEONG.  Terence F. Leong,  since 1996, has been the owner of
Walker  Street  Associates,  a management  consulting  firm.  Mr. Leong  started
assisting the Company in August, 2004 by preparing a comprehensive review of the
Company,  its  management  and its  operations.  Mr.  Leong  joined the Board of
Directors  in   September,   2004.   He  assists  the  Company  on  its  capital
requirements,  strategic  and  operational  management of its current and future
operations.

Family Relationships
--------------------

         There  are no  family  relationships  between  any  two or  more of our
directors  or  executive  officers.  There is no  arrangement  or  understanding
between any of our directors or executive officers and any other person pursuant
to which any  director  or officer  was or is to be  selected  as a director  or
officer,  and  there is no  arrangement,  plan or  understanding  as to  whether
non-management  shareholders  will  exercise  their voting rights to continue to
elect the current board of directors. There are also no arrangements, agreements
or understandings to our knowledge between non-management  shareholders that may
directly  or  indirectly  participate  in or  influence  the  management  of our
affairs.

Involvement in Certain Legal Proceedings
----------------------------------------

         To the best of our knowledge,  during the past five years,  none of the
following  occurred  with  respect to a present or former  director or executive
officer of the  Company:  (1) any  bankruptcy  petition  filed by or against any
business of which such person was a general partner or executive  officer either
at the time of the  bankruptcy  or within two years prior to that time;  (2) any
conviction  in a criminal  proceeding  or being  subject  to a pending  criminal
proceeding  (excluding traffic  violations and other minor offenses);  (3) being
subject to any order, judgment or decree, not subsequently  reversed,  suspended
or  vacated,  of  any  court  of  any  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business,  securities or banking activities;  and (4) being found
by a court of competent  jurisdiction  (in a civil  action),  the Securities and
Exchange  Commission  or the  commodities  futures  trading  commission  to have
violated a Federal or state  securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

Board Committees and Independence
---------------------------------

         All of the  directors  serve  until the next  annual  meeting of common
shareholders  and until their successors are elected and qualified by our common
shareholders, or until their earlier death, retirement,  resignation or removal.
Our Bylaws set the authorized  number of directors at not less than one nor more
than nine,  with the actual number fixed by our board of  directors.  Our Bylaws
authorized  the Board of Directors  to  designate  from among its members one or
more committees and alternate  members  thereof,  as they deem  desirable,  each
consisting of one or more of the  directors,  with such powers and authority (to
the  extent  permitted  by law and  these  Bylaws)  as may be  provided  in such
resolution.

         There  are no  independent  directors  at this  time.  The  Company  is
actively recruiting prospective independent directors.
         Our board of directors has established two committees to date, an Audit
Committee and a  Compensation  Committee.  The principal  functions of the Audit
Committee are to recommend  the annual  appointment  of the  Company's  auditors
concerning  the scope of the  audit and the  results  of their  examination,  to
review  and  approve  any  material  accounting  policy  changes  affecting  the
Company's  operating  results  and to  review  the  Company's  internal  control
procedures.  The principal functions of the Compensation Committee are to review
and recommend  compensation and benefits for the executives of the Company.  The
principal  functions of the  Management  Committee  are to review and  recommend
financing and investment  opportunities for the Company,  business strategy, and
the Company's structure and operations.

         The Company's Board of Directors  resolved that there are no members of
the Board appointed to consulting  Audit and  Compensation  Committees,  and the
initial number of the Board members shall be later amended by the Board.

                                       17
<PAGE>

         The entire  Board of  Directors  will perform the function of the Audit
Committee until we appoint directors to serve on the Audit Committee.

         The  entire   Board  of  Directors   performs  the   functions  of  the
Compensation  Committee until we appoint  directors to serve on the Compensation
Committee.

Code of Ethics
--------------

         We  have  adopted  a code  of  ethics  that  applies  to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed to deter wrongdoing and to promote:

                 - Honest and ethical conduct, including the ethical handling of
              actual or apparent  conflicts  of interest  between  personal  and
              professional relationships;

                 - Full, fair, accurate,  timely, and understandable  disclosure
              in reports and documents that we file with, or submits to, the SEC
              and in other public communications made by us;


                 -  Compliance  with  applicable  governmental  laws,  rules and
              regulations;

                 - The prompt internal reporting of violations of the code to an
              appropriate person or persons identified in the code; and

                 - Accountability for adherence to the code.

                  A copy of our code of ethics  that  applies  to our  principal
              executive  officer,   principal   financial   officer,   principal
              accounting  officer or controller,  or persons  performing similar
              functions  was filed as Exhibit 14.1 to the Annual  Report on Form
              10-KSB for September 30, 2004.

                   We will provide to any person without charge, upon request, a
              copy of our code of ethics. Any such request should be directed to
              our corporate  secretary at 3233 Grand Avenue,  Suite N-353, Chino
              Hills, California 91709.



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of our Common Stock as of June 7, 2006 by: (i) each person known to us
to own beneficially more than five percent of the Common Stock; (ii) each of our
directors; (iii) each executive officer named in the Summary Compensation Table;
and (iv) all executive officers and directors as a group.

<TABLE>
<CAPTION>

         Name and address of beneficial owner (1)                Amount of         Percentage
                                                               ownership (2)      of class (3)
<S>                                                           <C>                 <C>
Burr D. Northrop                                                    4,283,524             3.7%
Terence F. Leong                                                      950,000             0.8%
Kenneth Green                                                       1,000,000             0.9%

All directors and officers as a group (three persons)               6,233,524             5.4%

</TABLE>

*less than 1%

---------------------


(1) Unless otherwise  indicated,  the address for each of these  stockholders is
c/o Entech  Environmental  Technologies,  Inc. 3233 Grand  Avenue,  Suite N-353,
Chino Hills, CA, 91709. Also, unless otherwise  indicated,  each person named in
the table above has the sole  voting and  investment  power with  respect to our
shares of common stock which he or she beneficially owns.

                                       18
<PAGE>

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission.  As of June 7, 2006, there were 115,754,920
shares of common stock owned  beneficially,  consisting of 32,380,840  shares of
our common  stock,  62,661,400  underlying  convertible  notes payable and up to
20,712,680  shares of common  stock  issuable  upon the exercise of common stock
purchase warrants

(3) Mr. Green serves as our vice president.

Explanatory   note:  Barron  Partners  LP  beneficially  owns  an  aggregate  of
82,591,580  shares of common  stock (71.4% of the  beneficially  owned shares of
common  stock)  consisting  of (i)  notes  payable  that  are  convertible  into
62,661,400  common  shares;  and (ii)  warrants  to purchase  19,930,180  common
shares.  However,  such ownership subject to subject to contractual  limitations
regarding  percentage  ownership  limiting the  ownership of common shares to no
greater than 4.99% at any one time.  Barron  Partners LP is controlled by Andrew
Worden.

Changes in Control
------------------

         There are no  arrangements,  known to us,  including  any pledge by any
person of our securities, the operation of which may at a subsequent date result
in a change in control of Entech Environmental Technologies, Inc.


                            DESCRIPTION OF SECURITIES

General
-------

         Our authorized  capital stock consists of 100,000,000  shares of common
stock,  par value $0.001,  and 10,000,000  shares of preferred  stock, par value
$0.001.

Common Stock
------------

         The shares of our common stock presently outstanding, and any shares of
our common stock issued upon exercise of stock options and/or warrants,  will be
fully paid and  non-assessable.  Each holder of common  stock is entitled to one
vote for each  share  owned on all  matters  voted upon by  shareholders,  and a
majority  vote is required for all actions to be taken by  shareholders.  In the
event we  liquidate,  dissolve  or wind-up  our  operations,  the holders of the
common  stock are entitled to share  equally and ratably in our assets,  if any,
remaining after the payment of all our debts and liabilities and the liquidation
preference of any shares of preferred  stock that may then be  outstanding.  The
common stock has no preemptive  rights,  no  cumulative  voting  rights,  and no
redemption,  sinking fund, or conversion provisions. Since the holders of common
stock do not have  cumulative  voting  rights,  holders  of more than 50% of the
outstanding  shares  can  elect all of our  Directors,  and the  holders  of the
remaining shares by themselves cannot elect any Directors.

         Holders of common stock are entitled to receive dividends,  if and when
declared by the Board of  Directors,  out of funds  legally  available  for such
purpose,  subject to the dividend and liquidation  rights of any preferred stock
that may then be outstanding.

Preferred Stock
---------------

         We  have  10,000,000  shares  of  preferred  stock,  par  value  $0.001
authorized  and have no  preferred  stock issued and  outstanding.  The Board of
Directors have not designated the rights or preferences for any preferred stock.

Dividend Policy
---------------

         We have never  declared or paid any cash dividends on our common stock.
We currently intend to retain future earnings,  if any, to finance the expansion
of our business.  As a result, we do not anticipate paying any cash dividends in
the foreseeable future.

Share Purchase Warrants and Convertible Securities
--------------------------------------------------

         In September , 2004, a group of  investors  led by Barron  Partners LP,
one of our existing stockholders, agreed to advance us a minimum of $100,000 and
a maximum of $1,500,000 pursuant to a secured note. The note is convertible into

                                       19
<PAGE>

shares of our common  stock at two and one half  cents  ($0.025)  per share.  In
addition,  we agreed to issue our common stock purchase  warrants to purchase 15
shares of our  common  stock for every  $1.00 of  principal  of the note,  at an
exercise  price of $0.15 per  share.  The note has a term of two years and bears
interest  at a rate of eight  percent  per annum.  The note has a first lien and
security interest on all of our assets and those of our subsidiaries.

         In December  2005,  we issued a secured  convertible  note  payable for
$100,000 to Barron  Partners LP, one of our existing  stockholders.  The note is
convertible  into shares of our common stock at two and one half cents  ($0.025)
per share. In addition, we agreed to issue our common stock purchase warrants to
purchase 40 shares of our common stock for every $1.00 of principal of the note,
at an  exercise  price of $0.05 per share.  The note has a term of two years and
bears  interest at a rate of eight percent per annum.  The note has a first lien
and security interest on all of our assets and those of our subsidiaries.

         In January  2006,  we issued a secured  convertible  note  payable  for
$236,680  to Barron  Partners  LP. The note is  convertible  into  shares of our
common stock at two and one half cents  ($0.025) per share.  The note has a term
of two years and bears  interest at a rate of eight percent per annum.  The note
has a first  lien and  security  interest  on all of our assets and those of our
subsidiaries.

         In April  2006,  we  issued a  secured  convertible  note  payable  for
$167,843  to Barron  Partners  LP. The note is  convertible  into  shares of our
common stock at two and one half cents  ($0.025) per share.  The note has a term
of two years and bears  interest at a rate of eight percent per annum.  The note
has a first  lien and  security  interest  on all of our assets and those of our
subsidiaries

         Conversion  of the  convertible  notes and exercise of the warrants are
limited  such that the note  holder can not convert  notes or exercise  warrants
that would result in  beneficial  ownership by the holder or its  affiliates  of
more than 4.9% of the  outstanding  common shares on the  conversion or exercise
date.

         The following table summarizes the outstanding warrants and the related
prices for the shares of the Company's  common stock issued to  non-employees of
the  Company.  These  warrants  were  granted in lieu of cash  compensation  for
services performed or financing expenses.

                   Warrants Outstanding and Exercisable

                                             Weighted
                                              average         Weighted average
                           Number            remaining         exercise price
      Exercise        outstanding and       contractual       outstanding and
       prices           exercisable        life (years)         exercisable
     ----------       ---------------     -------------       -----------------

       $ 0.05            4,000,000              4.75            $      0.05
         0.15           15,930,180              3.60                   0.15
         1.10              475,375              2.83                   1.10
         2.50              400,000              0.88                   2.50
         3.00              400,000              0.88                   3.00
                      ---------------     -------------       -----------------
                        21,205,555              3.66                   0.25
                      ===============     =============       =================

         The  exercise  price of the Warrants and the number of shares of Common
Stock or other  securities  at the time  issuable  upon exercise of the Warrants
shall be  appropriately  adjusted to reflect any stock  dividend,  stock  split,
combination of shares, reclassification, recapitalization or other similar event
affecting the number of outstanding  shares of stock or  securities.  In case of
any consolidation or merger by us with or into any other corporation,  entity or
person,  or any  other  corporate  reorganization,  in which we shall not be the
continuing or surviving entity of such  consolidation,  merger or reorganization
(any such  transaction  being  hereinafter  referred to as a  "Reorganization"),
then,  in each case,  the holder of the  Warrants on exercise any time after the
consummation or effective date of such  Reorganization  (the "Effective  Date"),
shall  receive,  in lieu of the shares of stock or other  securities at any time
issuable upon the exercise of the Warrants  issuable on such  exercise  prior to
the Effective Date, the stock and other securities and property (including cash)
to which such holder would have been entitled  upon the  Effective  Date if such
holder had exercised this Warrant immediately prior thereto.

                                       20
<PAGE>

Options
-------

         The Company adopted the 2006 Stock Option Plan (the "2006 Plan"), which
was  approved  by the Board of  Directors.  The  purpose  of the 2006 Plan is to
encourage and enable employees, directors and other persons upon whose judgment,
initiative  and  efforts  the  Company   largely  depends  upon,  to  acquire  a
proprietary  interest  in the  Company.  Under  the  2006  Plan,  the  Board  of
Directors, or a stock option committee appointed by the Board of Directors,  may
grant stock purchase options relating to a maximum of 3,000,000 shares of Common
Stock (subject to adjustment due to certain  recapitalizations,  reorganizations
or other corporate events). The Board of Directors or the Company's stock option
committee shall have discretion to determine which of this amount may be granted
as incentive  stock options  ("ISO's"),  stock  appreciation  rights  ("SAR's"),
restrictive  stock awards,  and  non-statutory  options.  If any Option expires,
terminates or is cancelled  without  having been exercised the shares subject to
the option will again be available for issuance  under the 2006 Plan. As of June
7, 2006, no options have been granted pursuant to the 2006 Plan.

Dividends
---------
         We have never  declared or paid any cash dividends on our capital stock
and do not  anticipate  paying any cash  dividends  on our capital  stock in the
foreseeable  future.  Instead,  we intend to retain  our  earnings,  if any,  to
finance the expansion of our business.  The declaration and payment of dividends
in the future,  if any, will be determined by the Board of Directors in light of
conditions then existing,  including our earnings,  financial condition, capital
requirements and other factors.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

The  validity of the common stock  offered  hereby will be passed upon for us by
our independent  legal counsel,  Joseph I. Emas,  Esq., 1224 Washington  Avenue,
Miami Beach, Florida.

Our  financial  statements  included  in this  prospectus  have been  audited by
Mendoza Berger & Co., LLP, our independent public  accountant,  as stated in the
auditors report appearing herein and are so included herein in reliance upon the
report of such firm given  upon their  authority  as experts in  accounting  and
auditing.




            DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         Certificate  of  Incorporation  and  Bylaws.  Pursuant  to our  amended
certificate of incorporation, our board of directors may issue additional shares
of common or preferred stock. Any additional issuance of common stock could have
the effect of impeding or discouraging the acquisition of control of us by means
of a merger,  tender offer, proxy contest or otherwise,  including a transaction
in which our  stockholders  would  receive a premium  over the market  price for
their  shares,   and  thereby   protects  the  continuity  of  our   management.
Specifically,  if in the due exercise of its fiduciary obligations, the board of
directors  were to  determine  that a  takeover  proposal  was  not in our  best
interest,  shares could be issued by the board of directors without  stockholder
approval in one or more transactions that might prevent or render more difficult
or costly the completion of the takeover by:

               o diluting the voting or other rights of the proposed acquirer or
          insurgent stockholder group;

               o putting a substantial  voting block in  institutional  or other
          hands  that  might   undertake  to  support  the  incumbent  board  of
          directors; or

               o effecting an acquisition  that might complicate or preclude the
          takeover.

         The Florida  Business  Corporation  Act (the  "Florida  Act") permits a
Florida  corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related  capacities) for  liabilities,  including legal expenses,  arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation,  and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such  director or officer shall have
been adjudged  liable,  except in certain limited  circumstances.  The Company's
Articles of Incorporation provide that the Company shall indemnify directors and
executive  officers  to the fullest  extent now or  hereafter  permitted  by the
Florida Act. The  indemnification  provided by the Florida Act and the Company's
Articles  of  Incorporation  is not  exclusive  of any  other  rights to which a
director  or  officer  may be  entitled.  The  general  effect of the  foregoing
provisions may be to reduce the circumstances under which an officer or director
may be required to bear the economic  burden of the  foregoing  liabilities  and
expense.

         The Company may also purchase and maintain insurance for the benefit of
any director or officer  that may cover claims for which we could not  indemnify
such person.

                                       21
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons,
we have been  advised  that,  in the  opinion  of the  Securities  and  Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

         We may also  purchase  and  maintain  insurance  for the benefit of any
director or officer that may cover claims for which we could not indemnify  such
person.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore, unenforceable.

         In the event that a claim for indemnification  against such liabilities
is  asserted  by one of our  directors,  officers,  or  controlling  persons  in
connection with the securities being registered,  we will, unless in the opinion
of our legal  counsel  the matter has been  settled  by  controlling  precedent,
submit the question of whether such  indemnification is against public policy to
court of  appropriate  jurisdiction.  We will then be  governed  by the  court's
decision.

                       ORGANIZATION WITHIN LAST FIVE YEARS

         We were  initially  incorporated  in 1998 in  Florida  as Cyber  Public
Relations,  Inc.  for the  purpose of  providing  Internet  electronic  commerce
consulting services to small and medium size businesses.  Cyber Public Relations
never had any material operations or revenues.  On January 21, 2004, pursuant to
a Capital Stock Exchange  Agreement  between the  stockholders of  Environmental
Technologies,   Inc.,  a  Nevada  corporation,  the  Environmental  Technologies
stockholders  transferred all of their shares of the Environmental  Technologies
stock to Cyber Public  Relations in exchange for 9,550,000  shares of the common
stock of Cyber Public Relations.

         We changed our name to Entech Environmental Technologies, Inc. on March
22,  2004 to more  accurately  reflect the focus of our  business.  We provide a
variety of services  to  customers  ranging  from large  corporations  to retail
consumers,  through H.B. Covey,  Inc.  ("HBC"),  a 58 year old  construction and
maintenance  company that  specializes in the  installation  and  maintenance of
fueling systems. Beginning in October 2004, we expanded our scope of services to
include installation of major household  appliances for major retailers.  We are
based in southern  California  and currently  provide our services  primarily in
California.

         As a  result  of the  stock  exchange  discussed  above,  Environmental
Technologies,  Inc. became a wholly-owned  subsidiary of Cyber Public Relations,
and the Environmental  Technologies  stockholders  acquired 96.81 percent of the
issued and  outstanding  shares of the common stock of Cyber  Public  Relations.
Immediately following the exchange, Barron Partners LP acquired 2,000,000 shares
of our common stock and  warrants  for the  purchase of 7,150,000  shares of our
common stock.  However,  on September 30, 2004,  Barron  Partners  agreed to the
cancellation of the warrants for the purchase of 7,150,000  shares of our common
stock.

         Our wholly-owned subsidiary,  Environmental Technologies, Inc. a Nevada
corporation  located in Chino  Hills,  California,  was  formerly  known as Parr
Development,  Inc.  which was  incorporated  in 2001.  Before the mergers of its
subsidiaries  described in this section, Parr Development had not engaged in any
operations.  Parr Development  changed its name to  Environmental  Technologies,
Inc. in 2003. We are the result of the combination of several companies:

              - HBC, a California corporation incorporated in 1971 but which has
              been in  business  since  1948,  a  construction,  diagnostic  and
              maintenance  company  that  specializes  in the  construction  and
              maintenance  of fueling  systems,  through which we conduct all of
              our current operations;

              -   Christie-Peterson   Development,   a  California   corporation
              incorporated in 1995 herein  referred to as "CPI"),  a provider of
              construction,  repair,  and  maintenance  services  for  petroleum
              service  stations in California,  Nevada,  and Arizona,  which was
              placed into Chapter 7 bankruptcy on September 30, 2004,  and is no
              longer actively engaged in business; and

                                       22
<PAGE>

              -  Advanced   Fuel   Filtration   Services,   Inc.,  a  California
              corporation incorporated in 1995 (herein referred to as "AFFS"), 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,  which was placed into Chapter 7
              bankruptcy  on  September  30,  2004,  and is no  longer  actively
              engaged in business.

     We also  acquired  from  the  stockholders  of AFFS all of the  issued  and
outstanding  shares  of  Advanced  Petroleum   Transport,   Inc.,  a  California
corporation.  As of the date of this report, Advanced Petroleum Transport,  Inc.
has conducted no operations.

         The mechanics of the  combination of the component  companies of Entech
initially   occurred  with  the  reverse  triangular  mergers  between  each  of
Christie-Peterson,  HBC  and  AFFS  with  three  subsidiaries  of  Environmental
Technologies. In each case, the stockholders of Christie-Peterson,  HBC and AFFS
existing before the mergers received shares of the common stock of Environmental
Technologies  in  exchange  for all of their  shares  in the  merged  companies.
Following the reverse triangular  mergers,  Environmental  Technologies had four
wholly-owned subsidiaries,  Christie-Peterson, HBC, AFFS, and Advanced Petroleum
Transport, Inc.

         On  December 9, 2005,  we acquired  all the assets and the right to use
the name of Pacific  Coast  Testing,  a  California  corporation,  at a price of
$125,000,  $75,000 payable at closing, the remainder payable over a twelve month
period, subject to certain offsets.

                             DESCRIPTION OF BUSINESS

         We  provide a variety  of  services  to  customers  ranging  from large
corporations to retail consumers,  through H.B. Covey,  Inc. ("HBC"),  a 58 year
old  construction  and maintenance  company that specializes in the installation
and maintenance of fueling  systems.  Beginning in October 2004, we expanded our
scope of services to include  installation  of major  household  appliances  for
major retailers.  We are based in southern  California and currently provide our
services primarily in California.

GENERAL

        H.B. COVEY,  INC. Our HBC subsidiary is a 58 year old  construction  and
maintenance  company that specializes in construction  and maintenance  services
for the retail petroleum  industry,  commercial and industrial users,  municipal
organizations, and in support of major equipment manufacturers. HBC expanded its
scope of services to include  installation  of major  household  appliances  for
major retailers in October 2004.

         HBC's   business  is  western   states   oriented   with  the  heaviest
concentration  of  infrastructure  located in California.  On occasion,  we will
provide  services  in  various  other  states in order to  provide a "one  stop"
support  capacity  to  a  core  customer  or  to  take  advantage  of  a  target
opportunity.  The industry,  as a whole, is fueled by environmental  regulations
which continue to evolve and become increasingly restrictive. Traditionally, HBC
has targeted  select  opportunities  within these  sectors that support the core
competencies of its work force. Examples of these skill sets include:

          o Complete fuel system  installations and upgrades;  o Installation of
     monitoring  and point of sale  equipment;
          o Alternative fueling systems including CNG and LNG;
          o  Installation  and removal of hoists,  clarifiers,  and  underground
     storage tanks;
          o Installation of soil and groundwater remediation equipment;
          o  Complete  maintenance  and  support  of  all  major  equipment  and
     electronics supported by a 24 hour per day maintenance dispatch center; and
          o Installation  of major  household  appliances  including;  hot water
     heaters, water softeners, garbage disposals, garage door openers, etc.

         CLIENT BASE. HBC management has  categorized its customer base into six
categories  in  order  to  efficiently   develop,   maintain  and  maximize  our
opportunities.  A focused  approach and  determination  of viability is made for
each  potential  customer.  Our ideal  client  spends in excess of $5 million in
capital and maintenance  each year. It should have  centralized  decision-making
structure  and its  payment  terms must be timely.  It is our goal to retain our
"relationship  based"  clients  and  maximize  the amount of  opportunities  and
activities with those clients.  Each category has differences in target services
and expectation of potential  revenue.  The categories are guidelines and should
not be considered exclusive of any opportunity not listed.

                                       23
<PAGE>

         CATEGORY I - MAJOR OIL AND RETAIL COMPANIES.  These companies sell fuel
as their primary retail strategy; have budgeted capital expenditures on a yearly
basis;  have in excess of 250 locations and complementary  geographic  coverage;
engage in yearly maintenance contracts; and rely heavily on contracted services.
These companies include BP, Exxon Mobil  Corporation,  Chevron,  Shell,  Valero,
Wal-Mart (Sam's Club), Sears, and Kroger.

         CATEGORY II - LARGE INDEPENDENT AND REGIONAL OPERATORS. Generally these
companies  are similar to the Category I list,  however,  they are smaller (less
than  250  stations)  and  more  regionally   located.   They  have  centralized
decision-making  structure and have a significant  requirement for our services.
These companies  include USA Petroleum,  Pilot  Corporation,  Giant  Industries,
Travel  Centers of America,  Tower Energy,  United Oil, Quick Stop Markets Inc.,
Nella Oil, and Jayco.

         CATEGORY III - INDUSTRIAL/COMMERCIAL. The industrial/commercial clients
view their fueling  operations as "a necessary  evil." They do not sell fuel but
rather install and maintain  fueling systems to facilitate their primary revenue
generating  functions.  They  typically lack  knowledgeable  personnel to manage
their  fuel  dispensing  activities  and  rely  heavily  on  relationships  with
consultants and contractors. This group represents a significant opportunity for
relationship  building and complete  package  sales.  This group  includes Ryder
Corporation,  Hertz  Corporation,  UPS,  Overnight  Transport,  Yellow  Freight,
Roadway, Penske Leasing, Sempra Energy, and Consolidated Freight.

         CATEGORY IV - MUNICIPAL ORGANIZATIONS.  These potential clients operate
large fleets of vehicles that utilize both traditional and alternate fuel power.
Although  bidding  opportunities  are commonly open to the public,  we have been
able  to  foster  longstanding   relationships  and  extended  contracts.  These
opportunities  typically  require  bid  and  performance  bonds.  The  size  and
complexity   of  the  bid   offerings   coupled  with  the   documentation   and
capitalization  requirements create a barrier of entrance that is often daunting
to our competition.  Along with upgrades to traditional fueling systems mandated
by legislation these customers are aggressively converting fleets to alternative
fuel sources and taking advantage of substantial  incentives and grant programs.
This group includes the City of Los Angeles,  the United States Postal  Service,
and the California Highway Patrol.

         CATEGORY V - ORIGINAL EQUIPMENT MANUFACTURERS AND DISTRIBUTORS.  HBC is
an authorized  service company for the majority of the fueling  equipment in use
today. We derive value from our ability to provide  maintenance  services during
the start up of the original  equipment,  in the performance of preventative and
warranty  services,  and  engaging  in time  and  material  contracts  with  our
customers,  the OEM's, and the  distributors.  The fueling equipment that HBC is
authorized to service includes, but is not limited to, equipment manufactured by
Tokheim Corporation,  Gilbarco,  Dresser Wayne, Gas Boy, Veeder Root, API Ronan,
Allied, EBW, FE Petro, EMCO,  Hasstek,  Healy, Incon, Red Jacket, Ruby Verifone,
SSI Blue Line, and CNG.

         CATEGORY  VI  -  TARGETS  OF  OPPORTUNITY.   These  clients  are  small
independent   operators.   They  offer  one-time   opportunities   and  on-going
maintenance  contracts.  They are typically high maintenance  requiring frequent
communication  with senior management.  There is limited  opportunity for repeat
business and we are constantly  wary of  under-capitalization  issues that often
lead to disputes.  We are very selective in our analysis of these  opportunities
and  typically  quote work with  higher  contingency  percentages  to offset our
exposure to the aforementioned risks.

         FUTURE AND ON-GOING  OPPORTUNITIES.  Management  has observed  that the
industry as a whole has undergone an intense period of change.  Retail petroleum
divisions of oil companies are  redefining  themselves as "retailers" as opposed
to  operators.  More  emphasis,  we believe,  is being  placed on  profitability
facilitated  by  reductions  in  operating  costs.  The market is in a period of
contraction with mergers and acquisitions  occurring in hopes of creating higher
margins through enhanced  efficiencies and reduced competition.  Non-traditional
fuel retailers  (Costco,  Sam's Club,  K-Mart,  Wal-Mart,  etc.) are focusing on
customer retention by offering expanded services including fueling operations at
their existing and new facilities.

         Independent  of the  ongoing  corporate  shuffling,  various  oversight
agencies have imposed  restrictive  compliance  deadlines and created  effective
methods to monitor  compliance.  Legislation  continues  to provide  substantial
incentives  and  judicial  mandates  for  operators  to convert  fleets to clean
burning fuel sources.  These directives have provided HBC numerous opportunities
to service customers in all categories.

         HBC is  currently  involved  in  major  oil  capital  rollout  programs
designed to meet deadlines set by the California Air Recourse Board, South Coast
Air Quality Management District,  and Regional Water Quality Control Boards. The

                                       24
<PAGE>

most urgent programs have various compliance deadlines ranging from December 31,
2002 through  December 31, 2008.  Levels of compliance  vary through the various
categories.  However,  we estimate that the industry as a whole is 60 percent to
70 percent  compliant.  All fuel  system  operators  will be forced to  allocate
larger  portions of their capital budgets to regulatory  compliance.  Additional
funds will be allocated to programs focused on image improvement, new technology
implementation, and installation of alternative fueling systems.

         We anticipate that retail companies will have an increased  expectation
of service to develop sophisticated metrics to measure performance.  It is hoped
that these metrics and our commitment to service and operational excellence will
differentiate  us from our  competitors  and  allow  us  continued  growth.  The
technology utilized in today's fueling systems has become relatively  high-tech.
HBC continues to train its employees  and study  regulations  to provide a value
added approach in its sales effort.

         HBC  management   anticipates  a  robust,   sellers  market,   for  the
foreseeable future (one to three years).  Sales in all categories will be fueled
primarily by  opportunities  mandated by  regulatory  compliance.  We will align
ourselves  with select  partners  (i.e.,  testing  companies  and  environmental
consultants) to maximize referral business.  Although opportunities are expected
to be  plentiful,  the  group  will  be  limited  by our  ability  to  employ  a
well-trained,  highly competent,  work force. Additional challenges will come in
the form of  capitalization  and  financial  stability.  Competition  to  retain
qualified  management and skilled craftsmen will be intense. The most successful
companies will be those that are diverse enough to endure unpredictable  capital
cycles and provide robust employment packages to its employees.

CORPORATE OFFICES

         The mailing  address of our  principal  executive  office is 3233 Grand
Avenue,  Suite N-353,  Chino Hills,  California  91709.  Our telephone number is
(909)  623-2502  and our fax number is (909)  865-1244.  Our  e-mail  address is
entech@onebox.com. Our operational offices are located in Chino, California.

EMPLOYEES

         We  currently  employ 16  petroleum  service  technicians  and  support
personnel,   11  consumer  services   technicians  and  support  personnel,   10
construction  and  support  personnel,   and  5  management  and  administrative
employees.  As we grow, we will need to attract an unknown  number of additional
qualified employees.  Although we have experienced no work stoppages and believe
our  relationships  with our  employees are good,  we could be  unsuccessful  in
attracting and retaining the persons needed. None of our employees are currently
represented by a labor union. Considered one of the fastest growing areas in the
United  States,  the Inland  Empire  area of southern  California,  where we are
located, is expected to provide a ready source of available labor to support our
growth.




           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATION

         The matters discussed in this "Management's  Discussion and Analysis of
Financial   Condition  and  Results  of  Operations"   contain   forward-looking
statements   that  involve  risks  and   uncertainties.   See   "Forward-Looking
Statements."

OVERVIEW

         Our  HBC  subsidiary  is a 58 year  old  construction  and  maintenance
company that specializes in construction and maintenance services for the retail
petroleum industry,  commercial and industrial users,  municipal  organizations,
and in support  of major  equipment  manufacturers.  HBC  expanded  its scope of
services  to  include  installation  of major  household  appliances  for  major
retailers  in October  2004,  and HBC  expanded its scope of services to include
testing related services to the petroleum industry in December 2005.

         HBC's   business  is  western   states   oriented   with  the  heaviest
concentration  of  infrastructure  located in California.  On occasion,  we will
provide  services  in  various  other  states in order to  provide a "one  stop"
support  capacity  to  a  core  customer  or  to  take  advantage  of  a  target
opportunity.  The  industry,  as a whole,  is fueled by a  constant  barrage  of
environmental  regulations  which  continue  to evolve and  become  increasingly
restrictive.  Traditionally,  HBC has targeted select opportunities within these
sectors that support the core competencies of its work force.  Examples of these
skill sets include:

                                       25
<PAGE>

               o Complete fuel system installations and upgrades;
               o Installation of monitoring and point of sale equipment;
               o Alternative fueling systems including CNG and LNG;
               o Installation and removal of hoists, clarifiers, and underground
                 storage tanks;
               o Installation of soil and groundwater remediation equipment;
               o Complete  maintenance  and support of all major  equipment  and
                 electronics  supported  by a 24  hour  per  day  maintenance
                 dispatch center; and
               o Installation of major household appliances including; hot water
                 heaters, water softeners, garbage disposals, garage door
                 openers, etc.

         HBC  is   generally   divided   into  four   divisions:   Construction,
Maintenance, Testing and Consumer Services. We will bolster the testing division
client list by  marketing  testing  services to our  existing  construction  and
maintenance  customers,  and will capitalize on marketing  opportunities for our
construction and maintenance divisions afforded by the existing testing division
customers.   The  diversity  of  the  four  divisions   provides  stability  and
diversification, yet focuses on basic core competencies.

ACCOUNTING POLICIES INVOLVING MANAGEMENT ESTIMATES AND ASSUMPTIONS

         The  preparation of financial  statements in conformity with accounting
principles  generally accepted in the United States requires  management to make
estimates and assumptions in certain  circumstances that affect amounts reported
in the accompanying  financial  statements and related  footnotes.  In preparing
these financial statements, management has made its best estimates and judgments
of  certain   amounts   included  in  the  financial   statements,   giving  due
consideration to materiality. We do not believe there is a great likelihood that
materially  different  amounts  would  be  reported  related  to the  accounting
policies  described below.  However,  application of these  accounting  policies
involves  the  exercise  of  judgment  and  use  of  assumptions  as  to  future
uncertainties  and,  as  a  result,  actual  results  could  differ  from  these
estimates.  Our senior management has discussed the development and selection of
the  critical  accounting  estimates,  and related  disclosures,  with the Audit
Committee of our Board of Directors.

         Financial   Reporting  Release  No.  60,  which  was  released  by  the
Securities  and  Exchange  Commission,  or SEC, in December  2001,  requires all
companies to include a  discussion  of critical  accounting  policies or methods
used in the  preparation  of  financial  statements.  The Notes to  Consolidated
Financial  Statements  included in our Annual Report on Form 10-KSB for the year
ended  September  30,  2005  includes  a summary of our  significant  accounting
policies and methods used in the  preparation  of our financial  statements.  In
preparing  these  financial  statements,  we have  made our best  estimates  and
judgments of certain amounts  included in the financial  statements,  giving due
consideration  to  materiality.  The  application of these  accounting  policies
involves  the  exercise  of  judgment  and  use  of  assumptions  as  to  future
uncertainties  and,  as  a  result,  actual  results  could  differ  from  these
estimates. Our critical accounting policies are as follows:

         REVENUE  RECOGNITION The Company  recognizes  revenues from fixed-price
and modified fixed-price construction contracts on the  percentage-of-completion
method,  measured by the percentage of cost incurred to date to estimated  total
cost for each contract. Provisions for estimated losses on uncompleted contracts
are made in the  period in which  such  losses  are  determined.  Changes in job
performance, job conditions, and estimated profitability may result in revisions
to costs and income,  which are  recognized in the period in which the revisions
are  determined.  Changes in  estimated  job  profitability  resulting  from job
performance, job conditions, contract penalty provisions, claims, change orders,
and  settlements,  are  accounted  for as changes in  estimates  in the  current
period.

         The Company recognizes  revenue from repair and installation  services,
in accordance with SEC Staff Accounting  Bulletin No. 101, "Revenue  Recognition
in Financial  Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before  revenue can be  recognized:  (1)  persuasive  evidence of an
arrangement  exists;  (2) delivery has occurred or services have been  rendered;
(3) the  selling  price is fixed and  determinable;  and (4)  collectibility  is
reasonably assured.

         The  SEC's  Staff  Accounting  Bulletin,   or  SAB,  No.  104,  Revenue
Recognition,   provides  guidance  on  the  application  of  generally  accepted
accounting  principles to selected revenue  recognition  issues. We believe that
our revenue  recognition  policy is appropriate and in accordance with generally
accepted accounting principles and SAB No. 104.

                                       26
<PAGE>

         ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS We also  maintain an  allowance  for
doubtful accounts for potential  uncollectible  accounts receivable arising from
our customers'  inability to make required payments.  Our estimate is determined
by  analyzing  historical  bad debts,  customer  payment  history and  patterns,
customer  creditworthiness,   and  economic,  political  or  regulatory  factors
affecting the customer's ability to make the required payments.

         INVENTORIES AND RELATED  ALLOWANCES.  Net inventories are valued at the
lower of the first-in,  first-out,  or FIFO,  cost or market value and have been
reduced by an allowance for excess,  obsolete and potential  scrap  inventories.
The  estimated  allowance  for  excess  and  obsolete  inventories  is  based on
inventories on hand compared to estimated future usage and sales and assumptions
about the likelihood of scrap or obsolescence.

RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2006 COMPARED TO THE SIX MONTHS
ENDED MARCH 31, 2005 (Unaudited)

Construction Services
---------------------

Construction  Services revenues increased $819,000, or 110.6%, due to successful
sales and marketing efforts targeting HBC's core customers. The team secured and
completed  contracts with major fuel system  operators.  Gross margin percentage
decreased to 29.5% from 54.0% because our efforts  during the second  quarter of
2006  focused  primarily  on two  large  contracts  on which we  expected  lower
margins.  Operating  expenses as a percentage of revenue decreased from 19.9% to
15.5% because of our higher  revenue  base.  On a gross dollar basis,  operating
expenses increased $94,000,  or 63.8%.  Insurance expenses were not allocated to
the operating  divisions in 2005, but were allocated to the operating  divisions
in 2006.  Total allocated  expenses for insurance in 2006 account for $21,000 of
the increase in operating expenses. Increased payroll and employee related costs
account  for $50,000 of the  increase  while  higher fuel costs  account for the
remainder of the increase in operating expenses. Overall,  Construction Services
income from operations decreased by $33,000, or 13.2%, because of these factors.

Maintenance Services
--------------------

Maintenance Services revenues decreased $207,000,  or 15.8%, due to our decision
to focus on higher quality customers and to eliminate of non-critical customers.
Gross margin  percentage  increased to 41.1% from 35.0%.  We had higher material
costs in the second  quarter of 2006, but year to date, our decision to focus on
higher quality customers and to eliminate  non-critical  customers has favorably
impacted  our gross  margin.  Operating  expenses  as a  percentage  of  revenue
increased to 31.0% from 23.4%, or $35,000 in total.  Insurance expenses were not
allocated  to the  operating  divisions  in  2005,  but  were  allocated  to the
operating  divisions in 2006.  Total  allocated  expenses for  insurance in 2006
account for $26,000 of the increase in operating expenses. Higher fuel costs and
fleet  maintenance  account  for the  remainder  of the  increase  in  operating
expenses.  Overall,  Maintenance  Services income from  operations  decreased by
$40,000 because of these factors.

Consumer Services
-----------------

Consumer  Services  revenues  increased  61,000,  or 12.3%,  because we had more
installations during the period. Gross margin percentage decreased to 34.3% from
43.3% because we had overall  higher  material  costs.  Operating  expenses as a
percentage  of  revenue  was  consistent  for the  periods  at 50.9%.  In total,
operating expenses  increased $31,000.  Insurance expenses were not allocated to
the operating  divisions in 2005, but were allocated to the operating  divisions
in 2006. Total allocated expenses for depreciation and insurance in 2006 account
for $20,000 of the increase in operating  expenses.  Higher fuel costs and fleet
maintenance  account for the  remainder of the  increase in operating  expenses.
Overall, Consumer Services net loss from operations increased by $55,000 because
of these factors.

Other
-----

Corporate overhead decreased to $394,000 from $559,000, or 29.5%. In 2006, after
adding back insurance  expenses of $67,000 that were  allocated  out,  corporate
overhead for the 2006 period  would have been  $461,000.  In 2005,  after adding
back non-recurring  expense  reductions of $105,000,  corporate overhead for the
2005 period would have been $664,000. On a comparative basis, corporate overhead
decreased  $197,000.  We  incurred  significant  legal fees in the prior  period

                                       27
<PAGE>

related  to the  bankruptcy  filings  of our  former  subsidiaries,  and are not
incurring  those types of legal fees in the current  period.  The  reduction  in
legal and professional  fees, along with  management's  efforts to control costs
attribute to the decreased in corporate overhead expense.

Interest  expense  increased to $553,000  from to $306,000,  or 80.5%.  Interest
expense in the current  year  period  includes a charge for  liquidated  damages
related to our failure to timely file a  registration  statement to register the
shares  underlying  the  convertible  notes and  warrants.  No such  charge  was
recorded  in the  prior  year  quarter  because  the  contemplated  registration
statement  was not late at that  time.  We also have a higher  debt base in this
quarter  compared to the prior year quarter which  attributes to the increase in
interest expense.

Consolidated
------------

On a consolidated  basis, our revenues increased  $765,000,  or 30.0%; our gross
margin increased $82,000,  or 7.6%; our operating expenses increased $34,000, or
2.7%; and our interest expense  increased  $246,000,  or 80.5%, all as discussed
above on a segment basis. Our net loss increased to $658,000 from $498,000 based
on the factors discussed above.

RESULTS OF CONTINUING OPERATIONS

YEARS ENDED SEPTEMBER 30, 2005 AND 2004

Revenue
-------

         Revenues  totaled  $6.2  million for 2005,  an increase of $4.5 million
over 2004 when revenues  totaled $1.7 million.  During 2005, we recognized  $2.6
million in revenue from  construction  services,  $2.5 million from  maintenance
services,  and $1.1 million from consumer services. We had more construction and
maintenance  contracts in 2005 than 2004, accounting for $3.4 of the increase in
revenues.  We entered  into the contract  with a major home product  retailer to
install hot water  heaters in October 2004,  and we  recognized  $1.1 million in
revenue under this contract in 2005,  accounting  for the remaining $1.1 million
of the increase in revenues.

         The increase in construction and maintenance  revenues is attributed to
management's focus on organic growth within these sectors. The team continued to
maximize  opportunities afforded by its current customer base and was successful
in winning and completing other lucrative contracts.

Cost of Goods Sold
------------------

         Cost of goods sold totaled  $3.6 million for 2005,  an increase of $2.3
million  over 2004 when  costs of goods sold  totaled  $1.3  million.  Our gross
margin in 2005 was 42.1% compared to 23.1% in 2004. Cost of sales increased as a
function of increased  sales,  and our gross margin  improved due to  proficient
management, controlled overhead expenses and improved purchasing power.

Selling, General, and Administrative Expenses
---------------------------------------------

         Selling,  general and administrative  expenses totaled $2.8 million for
2005,  a  decrease  of  $3.2  million  from  2004  when  selling,   general  and
administrative  expenses  totaled  $6.0  million.  Decreases  and  increases  in
components of selling, general and administrative expense are discussed below.

         In 2004,  we recorded  $1.3  million in expenses  related to  resolving
issues with the reorganization, and we recorded only $150,000 of expense related
to the  reorganization  in 2005. In 2004, we recorded $534,000 in organizational
expenses related to the  reorganization,  and we did not incur these expenses in
2005. Our bad debt expense  decreased by $584,000 from 2004 to 2005, when we had
unusually high  collectibility  exposure related to our receivables.  Our use of
consultants  decreased  significantly after the  reorganization,  and consulting
expense  decreased  by  $456,000  from  2004 to 2005.  We  recorded  a  $430,000
inventory  reserve in 2004,  and had no such expense in 2005. As a result of the
reorganization  and  stream-lining  of our  operations,  our general office type
expenses decreased by $340,000 from 2004 to 2005.

         Our  expenses  related to the truck fleet  increased by $65,000 in 2005
over 2004, and this was primarily the result of higher fuel costs and repair and
maintenance costs of the aging vehicles. Our employee related costs increased by
$57,000 in 2005 over 2004,  and this was  primarily the result of us having more

                                       28
<PAGE>

employees on board,  and fewer  consultants  as noted above.  Our phone  related
expenses  increased by $47,000 in 2005 over 2004, and this was primarily related
to our  increased  reliance  on cell  phones.  Our  general  liability  and auto
insurance premiums increased during 2005,  resulting in an increase in insurance
expense of $31,000 in 2005 over 2004.  Our rent expense  increased by $28,000 in
2005 over 2004,  primarily because we rented  additional  storage space to store
hot water heaters and other  plumbing  parts and fixtures that we utilize in the
Consumer Services Division.

Depreciation and Amortization
-----------------------------

         Depreciation  and  amortization  expense for 2005 totaled  $59,000,  an
increase of $10,000 over 2004 when depreciation and amortization expense totaled
$49,000. The increase is due to higher depreciable asset balances throughout the
majority of the year ended September 30, 2005.

Goodwill Impairment
-------------------

         During 2004, we wrote-off the goodwill  recorded in its acquisitions of
AFFS  and  CPI in the  aggregate  amount  of  $7.0  million.  There  was no such
write-off during 2005.

Write-off Receivables from Discontinued Operations
--------------------------------------------------

         During  2004,  we  wrote-off  $3.3  million  of  receivables  from  its
discontinued operations. There was no such write-off in the current fiscal year.

Interest Expense
----------------

         Interest   expense  for  2005  totaled  $1.0   million,   and  includes
amortization of the note discount of $526,000 on the  convertible  notes payable
issued to Barron,  liquidated damages of $371,000 related to our failure to file
a  registration   statement  to  register  the  common  shares   underlying  the
convertible  notes  payable and  warrants  issued to Barron,  and the  remainder
represents "regular" interest on our outstanding  obligations.  Interest expense
was minimal  last year because we did not issue the notes and warrants to Barron
until September 30, 2004.

Loss from Continuing Operations
-------------------------------

         For the reasons stated above,  the loss from continuing  operations for
2005 totaled $1.2 million,  an  improvement  of $14.8 million over 2004 when the
loss from continuing operations was $16.0 million.

Results of Discontinued Operations
----------------------------------

         Two former  subsidiaries  filed for  bankruptcy in 2004. The assets and
liabilities of these entities were conveyed to the bankruptcy  trustees in early
2005, and we did not record any activity for discontinued operations in 2005. We
recorded a loss from  discontinued  operations of $12.9 million for 2004 related
to the de-consolidated entities..

LIQUIDITY AND CAPITAL RESOURCES

         During the six months  ended  March 31,  2006 and during the year ended
September  30,  2005,  we  incurred  net losses of  $658,000  and $1.2  million,
respectively.  During the six months  ended March 31,  2006,  we used $58,000 of
cash for our operating activities, and for the year ended September 30, 2005, we
used $588,000 of cash for our operating activities.  During the six months ended
March 31, 2006, we purchased  property and  equipment  totaling  $100,000;  Burr
Northrop, our President,  advanced us $75,000, which we repaid; and we issued an
8% convertible note payable for $100,000.

         At March 31, 2006,  we have negative  working  capital of $1.5 million,
and we have  outstanding  obligations to Barron Partners of an aggregate of $1.1
million  that is due  September  30,  2006.  We have  not  filed a  registration
statement to register the shares underlying the convertible  notes payable,  and
will  continue  to incur  liquidated  damages at the rate of 36% per year on the
outstanding  balance of the notes payable until such  registration  statement is
effective.  We have not  timely  filed  the  registration  statement  due to the
restructuring process and the time devoted to the operations of the business...

                                       29
<PAGE>

         In  order  to  execute  our  business  plan,  we will  need to  acquire
additional  debt  or  equity   financing.   Our  independent   certified  public
accountants  have  stated in their  report,  included in our Form 10-KSB for the
year ended September 30, 2005, and in Note 1 of this Form 10-QSB that due to our
net loss and  negative  cash flows from  operations,  in  addition  to a lack of
operational history,  there is a substantial doubt about our ability to continue
as a going concern.  In the absence of significant  revenue and profits, we will
be completely  dependent on additional debt and equity  financing  arrangements.
There is no assurance  that any financing will be sufficient to fund our capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending  September 30, 2006.  No assurance can be given that any such  additional
funding  will be  available  or that,  if  available,  can be  obtained on terms
favorable to us. If we are unable to raise needed funds on acceptable  terms, we
will not be able to execute  our  business  plan,  develop  or enhance  existing
services,  take  advantage  of future  opportunities  or respond to  competitive
pressures or  unanticipated  requirements.  A material  shortage of capital will
require  us to take  drastic  steps  such  as  further  reducing  our  level  of
operations,  disposing of selected assets or seeking an acquisition  partner. If
cash is insufficient, we will not be able to continue operations.

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off-balance sheet arrangements.

                            DESCRIPTION OF PROPERTIES

         We lease our 8,000  square foot  warehouse  and office  space in Chino,
California  from Burr D.  Northrop,  our  President.  The monthly rental rate is
$6,500,  and the lease  provides for 3% annual  increases  in rent  beginning in
August, 2007. The lease term is for five years, and expires in July, 2010. Total
future payments under the lease as of March 31, 2006 total $352,400.  We believe
that these  facilities  are adequate  for our current  operations.  However,  we
expect that we could locate  other  suitable  facilities  at  comparable  rates,
should we need more space.

         We lease a storage yard near our  warehouse  and office space in Chino.
The  monthly  rent under the lease was $1,000 per month.  This lease  expired in
October  2005,  and we are on a month to month basis with a new monthly  rent of
$1,050 per month.

         We lease two  storage  units in Los Angeles  County for  storing  water
heaters,  parts and equipment that we utilize in our Consumer Services Division.
These  leases are on a month to month basis,  and the combined  monthly rent for
these two units is $526 per month, or $6,312 per year.

         As of  March  31,  2006,  future  payouts  under  the  leases  for  the
warehouse, office and storage spaces are as follows:

                            Year         Amount

                            2006       $ 39,000
                            2007         78,400
                            2008         80,800
                            2009         83,200
                            2010         71,000
                                       --------
                                       $352,400
                                       ========

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We lease our 8,000  square foot  warehouse  and office  space in Chino,
California  from Burr D.  Northrop,  our  President.  The monthly rental rate is
$6,500,  and the lease  provides for 3% annual  increases  in rent  beginning in
August, 2007. The lease term is for five years, and expires in July, 2010. Total
future payments under the lease as of March 31, 2006, 2005 total $352,400.

         We have an outstanding  note payable of $140,000 to Burr D. Northrop at
March 31, 2006. The Company issued the note in August 2005 as payment for tenant
improvements  to the  leased  facility.  As noted  above,  Mr.  Northrop  is the
landlord of the leased facility. The note bears interest at 8%, and provides for
monthly payments of $3,041 through July 2010.

         We converted a $50,000 note payable and $10,000 of interest  payable to
Kenneth Green into common stock through the issuance of 800,000 shares of common
stock in August 2005.

                                       30
<PAGE>

         We entered into a note purchase  agreement  with Barron  Partners LP in
September  2004,  and have borrowed a total of $1.1 million under this agreement
through  September  30, 2005.  The notes issued  pursuant to the  agreement  are
convertible  into 42.5  million  shares at September  30,  2005.  We also issued
warrants  to  purchase  15.9  million  shares at $0.15  per  share.  The  shares
underlying the convertible notes and warrants have certain  registration rights.
The  registration  rights  agreement for NPA #1 provides for liquidated  damages
equal to 36% of the note principal in the event that a registration statement to
register the underlying shares is not filed timely.

         On December 9, 2005,  the Company  entered  into an Asset  Purchase and
Sale  Agreement  with Pacific  Coast  Testing to acquire the assets of this fuel
system testing company for $125,000.  No liabilities were assumed as part of the
transaction.  The Company paid $75,000 of the purchase price at closing, and the
remaining  $50,000  is  payable  in  May  2006.  Burr  Northrop,  the  Company's
President,  advanced  the  funds  to make the  initial  $75,000  purchase  price
payment, and the Company recorded this as an advance from related party.

         In 2005,  we paid  Terence  Leong,  a board  member,  or his company an
aggregate of $46,000 for consulting services provided to the Company in 2004.

         Except as noted  above,  no related  party had any  material  interest,
direct or indirect,  in any  transaction  with us or in any  presently  proposed
transaction that has or will materially affect us:

               o Any of our directors or officers;
               o Any person proposed as a nominee for election as a director;
               o Any person  who  beneficially  owns,  directly  or  indirectly,
          shares  carrying  more than 10% of the voting  rights  attached to our
          outstanding shares of common stock;
               o Any of our promoters;
               o Any relative or spouse of any of the foregoing  persons who has
          the same house as such person.




                             EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

         The following  table sets forth for the years ended  December 31, 2005,
2004,  and 2003 the  compensation  awarded  to, paid to, or earned by, our Chief
Executive Officer and our four other most highly compensated  executive officers
whose total compensation during the last fiscal year exceeded $100,000. No other
officer had compensation of $100,000 or more for 2005, 2004, and 2003.

<TABLE>
<CAPTION>

                                                   Summary Compensation Table
------------------------------------------------------------------------------------------------------------------------------------
                                           Annual compensation                      Long term compensation
                                 -----------------------------------------  ----------------------------------------
                                                                                      Awards               Payouts
                                                                            ---------------------------    ---------
                                                                                            Securities
                                                            Other annual      Restricted     underlying      LTIP        All other
        Name and                                            compensation     stock awards     options/      payouts     compensation
   principal position   Year     Salary ($)    Bonus ($)         ($)              ($)           SARs          ($)           ($)
---------------------- ------    ---------    ----------    ------------    -------------    ----------    ---------   -------------
<S>                    <C>       <C>          <C>           <C>               <C>              <C>           <C>        <C>
Burr D. Northrop (1)    2005      150,007        70,000               -                -             -            -          17,568
                        2004      147,598             -               -          480,000             -            -          12,000
                        2003            -             -               -                -             -            -               -


Kenneth Green (2)       2005      119,998             -               -           15,000             -            -           6,300
                        2004       73,847             -               -                -             -            -               -
                        2003            -             -               -                -             -            -               -


Douglas L. Parker (3)   2004      161,122             -               -                -             -            -          10,000
                        2003            -             -               -                -             -            -               -
</TABLE>

                                       31
<PAGE>

(1) Mr.  Northrop  served as  co-president  with Mr. Parker until  September 28,
2004, at which time Mr. Northrop became president.  Annual compensation includes
salary paid to Mr. Northrop. Restricted stock awards include 3,000,000 shares of
our restricted common stock. All other compensation includes a car allowance and
health insurance reimbursements.  We recorded a bonus to Mr. Northrop of $70,000
for 2005, none of which has been paid as of the date of this report.

(2) Mr.Green serves as a vice  president.  Annual  compensation  includes salary
paid to Mr.  Green.  Restricted  stock  awards  include  200,000  shares  of our
restricted common stock. All other compensation consists of a car allowance.

(3) Mr. Parker served as  co-president  with Mr.  Northrop  until  September 28,
2004.  Annual  Compensation  includes  salary  paid  to Mr.  Parker.  All  other
compensation includes a car allowance and health insurance reimbursements.

(1) Mr.  Northrop  served as  co-president  with Mr. Parker until  September 28,
2004, at which time Mr. Northrop became president.  Annual compensation includes
salary paid to Mr. Northrop. Restricted stock awards include 3,000,000 shares of
our restricted common stock. All other compensation includes a car allowance and
health insurance reimbursements.  We recorded a bonus to Mr. Northrop of $70,000
for 2005, none of which has been paid as of the date of this report.

(2) Mr. Green serves as a vice president.  Annual  compensation  includes salary
paid to Mr.  Green.  Restricted  stock  awards  include  200,000  shares  of our
restricted common stock. All other compensation consists of a car allowance.

(3) Mr. Parker served as  co-president  with Mr.  Northrop  until  September 28,
2004.  Annual  Compensation  includes  salary  paid  to Mr.  Parker.  All  other
compensation includes a car allowance and health insurance reimbursements.

EMPLOYMENT   AGREEMENTS,   TERMINATION  OF  EMPLOYMENT   AND   CHANGE-IN-CONTROL
ARRANGEMENT

Employment Agreements
---------------------

         In August,  2005,  we executed an  employment  agreement  with  Kenneth
Green, our newly appointed Vice President. The employment agreement with Kenneth
Green has a term of three years, with an initial salary of $120,000 per year. In
addition, Mr., Green was awarded an initial payment of 200,000 restricted shares
of our common  stock.  There are no changes of control  arrangements,  either by
means of a compensatory plan, agreement, or otherwise,  involving our current or
former  executive  officers.  Our former chairman and chief  executive  officer,
Steven  Rosenthal did not agree to the  termination of his employment  agreement
with us. As of the date of this report,  we are disputing Mr.  Rosenthal's claim
that our obligations to him under the employment contract are still in force and
effect. No litigation has been filed with respect to Mr. Rosenthal at this time.

         Pursuant to the agreement with Mr. Rosenthal, which was to terminate on
November  30,  2006,  he was to  receive a salary  of  $360,000  per year,  plus
bonuses,  cost of  living  increases,  and other  benefits.  The  agreement  was
renewable.  In addition,  Mr. Rosenthal  received 1,000,000 shares of our common
stock upon  execution  of his  agreement.  We have taken the  position  that the
agreement has been terminated.

OPTIONS AND STOCK APPRECIATION RIGHTS GRANT TABLE

         There were no grants of stock options to the Named  Executive  Officers
during the fiscal year ended September 30, 2005.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE

         We did not have any  outstanding  stock  options or stock  appreciation
rights at end the fiscal year ended September 30, 2005.

LONG-TERM INCENTIVE PLAN AWARDS TABLE

         We do not have any Long-Term Incentive Plans.

COMPENSATION OF DIRECTORS

         During  2005,  we did not  compensate  any of our  directors  for their
services as board members.

                                       32
<PAGE>



                              Financial Statements

                          INDEX TO FINANCIAL STATEMENTS

Financial Statements of Entech Environmental Technologies, Inc.             Page

Report of Independent Registered Public Accounting Firm..................... F-1

     Consolidated  Balance Sheet as of September 30, 2005................... F-2
     Consolidated  Balance Sheet as of March 31, 2006....................... F-3
     Consolidated  Statements of Operations  for the years
        ended September 30, 2005 and 2004................................... F-4
     Consolidated Statements of Operations for the periods
        ended March 31, 2006 and 2005....................................... F-5
     Consolidated Statement of Deficiency in Stockholders'
        Equity for the years ended September 30, 2005 and 2004.............. F-6
     Consolidated Statements of Cash Flows for the years
        ended September 30, 2005 and 2004................................... F-8
     Consolidated Statements of Cash Flows for the periods
        ended March 31, 2006 and 2005.......................................F-10
     Notes to Consolidated Financial Statements.............................F-11


                                       33
<PAGE>

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM


To the Board of Directors and Stockholders
of Entech Environmental Technologies, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Entech
Environmental Technologies,  Inc. (Company) and subsidiaries as of September 30,
2005, and the related  consolidated  statements of income,  stockholders' equity
(deficit),  and cash flows for the year then ended. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The financial statements of Entech Environmental  Technologies,  Inc.
as of  September  30, 2004 were audited by another  auditor,  whose report dated
March 11, 2005 on those statements included an explanatory  paragraph describing
conditions that raised substantial doubt as to the Company's ability to continue
as a going concern as discussed in Note Q to the financial statements.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Entech
Environmental  Technologies,  Inc. and subsidiaries as of September 30, 2005 and
the results of their  operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going  concern.  As discussed  further in Note 1,
the  Company  has  incurred  significant  losses.  The  Company's  viability  is
dependent  upon its ability to obtain  future  financing  and the success of its
future  operations.  These factors raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plan in regard to these
matters is also described in Note 1. The  consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

Mendoza Berger & Company, LLP


Irvine, California
January 3, 2006

                                      F-1
<PAGE>



                               ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                                     CONSOLIDATED BALANCE SHEET
                                         SEPTEMBER 30, 2005

<TABLE>
<CAPTION>

<S>                                                                  <C>
Assets

Current assets:
Cash                                                                     $    113,153
Accounts receivable, net allowance for doubtful
  accounts totaling $72,242                                                 1,095,237
Costs and estimated earnings in excess of billings
  on uncompleted contracts                                                     19,652
Inventories, net of reserve for excess and obsolete
  parts totaling $388,034                                                     198,490
Prepaid expenses and other                                                     32,186
                                                                     ----------------
Total current assets                                                        1,458,718

Property and equipment, net                                                   411,836
Other assets                                                                   35,420
                                                                     ----------------
Total assets                                                            $   1,905,974
                                                                     ================

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY:

Current liabilities:
Accounts payable                                                         $    696,477
Accrued interest and other                                                    541,369
Accrued payroll                                                               181,331
Billings in excess of costs and estimated earnings
  on uncompleted contracts                                                     92,625
Due to de-consolidated entities                                               813,025
Current portion of notes payable, net of discount
  totaling $536,333                                                           525,679
Current portion of note payable - related party                                25,756
                                                                     ----------------
Total current liabilities                                                   2,876,262



Note payable - related party, net of current portion                          120,147


Commitments and contingencies                                                       -

Deficiency in stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares
  authorized;  none issued and outstanding                                          -
Common stock, $0.001 par value; 100,000,000 shares
  authorized;  28,405,825 shares issued and outstanding                        28,406
Additional paid-in capital                                                 15,943,420
Common stock subscribed, 4,228,536 shares                                     136,598
Accumulated deficit                                                       (17,198,859)
                                                                     ----------------
Total deficiency in stockholders' equity
                                                                           (1,090,435)
                                                                     ----------------
Total liabilities and deficiency in stockholders' equity                $   1,905,974
                                                                     ================

</TABLE>

See accompanying notes to the consolidated financial statements.



                                      F-2
<PAGE>


                             ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                                   CONSOLIDATED BALANCE SHEET
                                         MARCH 31, 2006
                                           (UNAUDITED)
<TABLE>
<CAPTION>

<S>                                                                  <C>
Assets

Current assets:
Cash                                                                     $     42,766
Accounts receivable, net allowance for doubtful accounts
  totaling $72,270                                                          1,063,337
Costs and estimated earnings in excess of billings
  on uncompleted contracts                                                     84,572
Inventories, net of reserve for excess and obsolete
  parts totaling $388,099                                                     157,769
Prepaid expenses and other                                                     63,127
                                                                     ----------------
Total current assets                                                        1,411,571

Property and equipment, net                                                   455,404

Other assets                                                                   42,203
Goodwill                                                                       21,532
                                                                     ----------------
Total assets                                                             $  1,930,530
                                                                     ================



LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY:

Current liabilities:
Accounts payable                                                         $    611,300
Accrued interest and other                                                    400,424
Accrued payroll                                                               149,791
Billings in excess of costs and estimated earnings
  on uncompleted contracts                                                     71,500
Purchase price payable                                                         45,656

Due to de-consolidated entities                                               793,025
Current portion of notes payable, net of discounts
  totaling $269,332                                                           792,681
Current portion of note payable - related party                                26,804
                                                                     ----------------
Total current liabilities                                                   2,891,181

Notes payable, net of current portion and net of
  discounts totaling $303,464                                                  33,216

Note payable - related party, net of current portion                          106,478


Commitments and contingencies                                                       -


Deficiency in stockholders' equity:
Preferred stock, $.001 par value; 10,000,000 shares
   authorized; none issued and outstanding                                          -
Common stock, $0.001 par value; 100,000,000 shares
  authorized; 32,130,840 shares issued and outstanding                         33,631
Additional paid-in capital                                                 16,722,568
Common stock subscribed, 3,500 shares                                             597
Accumulated deficit                                                       (17,857,141)
                                                                     ----------------
Total deficiency in stockholders' equity                                   (1,100,345)
                                                                     ----------------

                                                                     ----------------
Total liabilities and deficiency in stockholders' equity                 $  1,930,530
                                                                     ================
</TABLE>


See accompanying notes to the consolidated financial statements



                                      F-3
<PAGE>



                           ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                    For the years ended September 30,
                                                           2005            2004
                                                     --------------   --------------
<S>                                                  <C>             <C>
Revenues, net                                        $  6,225,031     $  1,703,148
Cost of goods sold                                      3,602,453        1,310,090
                                                     --------------   --------------
Gross profit                                            2,622,578          393,058


Operating expenses:
Selling, general, and administrative expenses           2,784,802        6,025,401
Depreciation and amortization                              58,794           48,876
Goodwill impairment                                          --          7,049,020
Write-off receivables from discontinued operations           --          3,256,068
                                                     --------------   --------------
      Total operating expenses                          2,843,596       16,379,365

                                                     --------------   --------------
Loss from operations                                     (221,018)     (15,986,307)


Interest expense                                       (1,010,242)          (5,284)
                                                     --------------   --------------
Loss before provision for income taxes
  and discontinued operations                          (1,231,260)     (15,991,591)


Provision for income taxes                                   --               --
                                                     --------------   --------------
Loss from continuing operations                        (1,231,260)     (15,991,591)

Loss from discontinued operations                            --        (12,925,500)
                                                     --------------   --------------
Net loss                                             $ (1,231,260)    $(28,917,091)
                                                     ==============   ==============


Net loss per share - basic and fully diluted         $      (0.05)    $      (2.89)
                                                     ==============   ==============

Net loss per share - continuing operations           $      (0.05)    $      (1.60)
                                                     ==============   ==============

Net loss per share - discontinued operations         $       --       $      (1.29)
                                                     ==============   ==============

Basic and diluted weighted average
  number of shares outstanding                         24,154,031       10,018,691
                                                     ==============   ==============
</TABLE>



See accompanying notes to the consolidated financial statements.

                                      F-4
<PAGE>


<TABLE>
<CAPTION>


                                                          For the six months
                                                              ended March 31,
                                                           2006            2005
                                                     --------------   --------------
<S>                                                  <C>             <C>
Revenues, net                                        $  3,312,777     $  2,547,508
Cost of goods sold                                      2,157,572        1,474,073
                                                     --------------   --------------
Gross profit                                            1,155,205        1,073,435


Operating expenses:
Selling, general, and administrative expenses           1,242,048        1,238,716
Depreciation and amortization                              56,617           26,035
                                                     --------------   --------------
      Total operating expenses                          1,298,665        1,264,751

                                                     --------------   --------------
Income (Loss) from operations                            (143,460)        (191,316)

Other income                                               37,935             --
Interest expense                                          552,757          306,260
                                                     --------------   --------------
Loss before provision for income taxes                   (658,282)        (497,576)
                                                     ==============   ==============

Provision for income taxes                                   --               --
                                                     --------------   --------------
Net income (loss)                                    $   (658,282)    $   (497,576)
                                                     ==============   ==============

Net loss per share - basic and fully diluted         $      (0.02)    $      (0.02)
                                                     ==============   ==============



Basic and diluted weighted average
number of shares outstanding                           29,559,033       26,476,724
                                                     ==============   ==============

</TABLE>

See accompanying notes to the consolidated financial statements.



                                      F-5
<PAGE>


                    ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                 STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2005

<TABLE>
<CAPTION>
                                                                                                                       Deficiency
                                                          Common Stock         Additional   Common Stock                   In
                                                    ------------------------    Paid In     Subscribed,  Accumulated   Stockholders'
                                                      Shares       Amount       Capital     Not issued     Deficit       Equity
                                                    -----------  -----------  ------------  -----------  ------------  ------------
<S>                                                 <C>           <C>         <C>           <C>          <C>           <C>

Balances at September 30, 2003                               --  $        --  $    710,345  $        --  $   (477,818) $    232,527
Shares of Cyber public held by existing
     stockholders                                     2,199,000        2,199        (2,199)          --            --            --
Shares retained in connection with merger
     with Cyber Public                                  315,000          315          (315)          --            --            --
Shares canceled in connection with merger
     with Entech                                     (2,199,000)      (2,199)        2,199           --            --            --
Shares issued to stockholders in exchange
     for Entech shares                                8,550,000        8,550     5,006,231           --            --     5,014,781
Shares issued to employees at $0.001 per share          500,000          500            --           --            --           500
Shares issued for investment and legal services
     at $0.001 per share                              1,000,000        1,000            --           --            --         1,000
Shares sold  to investors at $1.00 per share
     pursuant to private placement memorandum         2,000,000        2,000     1,998,000           --            --     2,000,000
Shares sold  to investors at $2.00 per share
     pursuant to private placement memorandum           310,000          310       619,690           --            --       620,000
Shares sold to investors at $1.50 per share
     pursuant to private placement memorandum           857,498          858     1,285,390           --            --     1,286,248
Shares sold to investors at $2.00 per share
     pursuant to private placement memorandum           145,000          145       289,855           --            --       290,000
Shares sold to investors at $1.50 per share
     pursuant to private placement memorandum           773,334          773     1,159,228           --            --     1,160,001
Shares subscribed, not issued to convert notes
     payable to eight members of management  to
     equity at $1.00 per share, 2,134,705 shares             --           --            --    2,134,705            --     2,134,705
Shares subscribed, not issued to six directors
     and members of management as incentive
     compensation at $0.16 per share, 6,400,000
     shares                                                  --           --            --    1,024,000            --     1,024,000
Shares subscribed, not issued to two vendors
     and service providers at $0.16 per share
     to settle amounts owed, 297,000 shares                  --           --            --       47,520            --        47,520
Shares subscribed, not issued to two service
     providers at $0.17 per share to settle
     amounts owed, 750,000 shares                            --           --            --      127,500            --       127,500
Shares subscribed, not issued in settlement of
     debt at $0.17 per share, 500,000 shares                 --           --            --       85,000            --        85,000
Shares subscribed, not issued to a service
     provider at $0.52 per share to settle
     amount owed, 33,869 shares                              --           --            --       17,533            --        17,533
Shares subscribed, not issued in September to
     investors in previous private placement
     offering as an adjust to terms, 976,252
     shares                                                  --           --            --           --            --            --
Value of services contributed by a service
     provider for no consideration                           --           --       375,000           --            --       375,000
Value of warrants issued with convertible note               --           --       388,890           --            --       388,890
Value of beneficial conversion feature of
     convertible note                                        --           --       173,020           --            --       173,020
De-consolidate equity of discontinued operations             --           --      (515,720)          --    13,427,310    12,911,590
Loss from discontinued operations                            --           --            --           --   (12,925,500)  (12,925,500)
Loss from continuing operations                              --           --            --           --   (15,991,591)  (15,991,591)
                                                    -----------  -----------  ------------  -----------  ------------  ------------
Balances at September 30, 2004                       14,450,832       14,451    11,489,614    3,436,258   (15,967,599)   (1,027,276)



                                       F-6
<PAGE>
                                                                                                                        Deficiency
                                                          Common Stock         Additional   Common Stock                   In
                                                    ------------------------    Paid In     Subscribed,  Accumulated   Stockholders'
                                                      Shares       Amount       Capital     Not issued     Deficit       Equity
                                                    -----------  -----------  ------------  -----------  ------------  ------------
Shares issued to a service provider at
     $0.65 per share                                     75,000           75         4,800           --            --         4,875
Shares issued to former employee at
     $0.06 per share                                  1,500,000        1,500        88,500           --            --        90,000
Shares issued in June to investors in previous
     private placement offering as an adjustment
     to terms                                            16,667           17           (17)          --            --            --
Shares issued in legal settlement                       500,000          500       397,625           --            --       398,125
Shares issued for conversion of note and
     interest payable to a related party                800,000          800        59,200           --            --        60,000
Shares issued as incentive compensation                 200,000          200        14,800           --            --        15,000
Issuance of previously subscribed shares             10,863,326       10,863     3,388,798   (3,399,661)           --            --
Shares subscribed, not issued, at $.025 per share
     to investors, 4,000,036 shares                          --           --            --      100,001            --       100,001
Value of warrants issued with convertible note               --           --       353,053           --            --       353,053
Value of beneficial conversion feature of
     convertible note                                        --           --       147,047           --            --       147,047
Loss from continuing operations                              --           --            --           --    (1,231,260)   (1,231,260)
                                                    -----------  -----------  ------------  -----------  ------------  -------------
Balances at September 30, 2005                       28,405,825  $    28,406  $ 15,943,420  $   136,598  $(17,198,859) $ (1,090,435)
                                                    ===========  ===========  ============  ===========  ============  =============


</TABLE>


                                      F-7
<PAGE>
                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                  For the years ended
                                                                     September 30,
                                                            ------------------------------
                                                                2005              2004
                                                            ------------      ------------
<S>                                                         <C>               <C>
Net loss from continuing operations                         $ (1,231,260)     $(15,991,591)

Cash flows from continuing  operating  activities:
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                                  58,794            48,876
   Amortization of note discount                                 525,679                --
   Common stock issued for services                              109,875             1,500
   Common stock subscribed for services                               --           277,553
   Common stock subscribed for incentive compensation                 --         1,024,000
   Value of services contributed for no consideration                 --           375,000
   Goodwill impairment                                                --         7,049,020
   Write-off receivables from discontinued operations                 --         3,256,068
   Reserve for bad debts                                          72,242           511,723
Changes in:
   Accounts receivable                                          (925,376)           34,151
   Due to de-consolidated entities                                23,573         1,187,577
   Inventory                                                    (106,192)          419,917
   Construction in progress                                      170,496           (97,523)
   Other assets                                                   (9,271)          (37,571)
   Accounts payable and accrued expenses                         723,024           230,881
                                                            ------------      ------------
Net cash (used in) continuing operating activities              (588,416)       (1,710,419)

Cash flows from investing activities:
   Purchases of property and equipment                           (43,628)               --
                                                            ------------      ------------
   Net cash used in investing activities                         (43,628)               --

Cash flows from financing activities:
   Proceeds from notes payable                                  491,200            561,910
   Proceeds from note payable - related party                         --            50,000
   Cash received from sale of common stock                            --         5,356,249
   Cash received from subscription of common stock               100,001                --
   Principal payments on notes payable                            (4,097)         (120,000)
                                                            ------------      ------------
   Net cash provided by financing activities                     587,104         5,848,159

Net cash used in discontinued operations                              --        (4,130,575)
                                                            ------------      ------------
Net increase (decrease) in cash                                  (44,940)            7,165

Cash at beginning of period                                      158,093           150,928
                                                            ------------      ------------
Cash at end of period                                       $    113,153      $    158,093
                                                            ============      ============

                                      F-8
<PAGE>

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for interest                    $      6,652      $      5,284
                                                            ============      ============

Cash paid during the period for income taxes                $         --      $     34,000
                                                            ============      ============

Common stock issued to employees for services               $         --      $        500
                                                            ============      ============

Common stock issued to consultants for services             $      4,875      $      1,000
                                                            ============      ============

Common stock issued to convert note payable and interest    $     60,000      $         --
                                                            ============      ============
Common stock issued in satisfaction of amounts
  owed to former management                                 $     90,000      $         --
                                                            ============      ============
Common stock subscribed in satisfaction of amounts
  owed to management or former management                   $         --      $  2,134,705
                                                            ============     =============

Common stock issued in legal settlement                     $    398,125      $         --
                                                            ============     =============

Common stock issued as incentive compensation
  to management                                             $     15,000      $         --
                                                            ============     =============
Common stock subscribed as incentive compensation
  to management                                             $         --      $  1,024,000
                                                            ============     =============

Value of services contributed for no consideration          $         --      $    375,000
                                                            ============      ============
Common stock subscribed in satisfaction of
  amounts owed to vendors and service providers             $         --      $    277,553
                                                            ============      ============
16,667 additional shares of common stock
  issued to investors in previous private placement         $         17      $         --
                                                            ============      ============
976,252  additional shares of common stock
  subscribed to investors in previous private placement     $         --               977
                                                            ============      ============

Value of warrants issued with convertible note payable      $    353,053      $    388,890
                                                            ============      ============

Beneficial conversion feature of convertible note payable   $    147,047      $    173,020
                                                            ============      ============

De-consolidate equity of discontinued operations            $         --      $ 12,911,590
                                                            ============      ============
Acquisition of CPI:
Net liabilities assumed in excess of assets                 $         --         3,238,483
Note payable                                                          --                --
                                                            ------------      ------------
Total consideration paid/Goodwill                           $         --      $  3,238,483
                                                            ============      ============
Acquisition of Advanced Fuel:
Net liabilities assumed in excess of assets                 $         --         1,855,626
Note payable                                                          --         1,000,000
                                                            ------------      ------------
Total consideration paid/goodwill                           $         --      $  2,855,626
                                                            ============      ============
Acquisition of H.B. Covey:
Net assets acquired in excess of liabilities                $         --      $    (45,089)
Note payable                                                          --         1,000,000
                                                            ------------      -------------
Total consideration paid/goodwill                           $         --      $    954,911
                                                            ============      ============
Acquisition of Cyber:
Common stock retained                                       $         --      $        315
Liabilities assumed in excess of assets                               --            22,263
Cash paid                                                             --           275,000
                                                            ------------      ------------
Total consideration paid/organization cost                  $         --      $    297,578
                                                            ============      ============

</TABLE>


See accompanying notes to the consolidated financial statements.


                                      F-9
<PAGE>



                              ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  For the six months
                                                                    ended March 31,
                                                            ------------------------------
                                                                2006              2005
                                                            ------------      ------------
<S>                                                         <C>               <C>
Net loss                                                    $   (658,282)     $   (497,576)

Cash flows from operating  activities:
Adjustments to reconcile net loss to net
  cash provided by (used in) operating activities:
   Depreciation and amortization                                  56,617            26,035

   Amortization of note discount                                 300,218           254,857
   Reserve for bad debts                                              27                --
   Gain on settlement                                            (37,935)               --
Changes in:
   Accounts receivable                                            31,873          (847,883)

   Due to de-consolidated entities                               (20,000)               --
   Inventory                                                      40,721           (93,458)
   Construction in progress                                      (86,045)          317,411
   Other assets                                                  (59,614)          (78,036)
   Accounts payable and accrued expenses                         374,301           333,334
                                                            ------------      ------------
Net cash provided by (used in) operating activities              (58,119)         (585,316)


Cash flows from investing activities:
   Purchases of property and equipment                           (99,647)          (19,707)
                                                            ------------      ------------
   Net cash used in investing activities                         (99,647)          (19,707)

Cash flows from financing activities:
   Proceeds from notes payable                                   100,000           490,000
   Proceeds from notes payable - related party                      --              20,000
   Principal payments on notes payable                           (12,621)               --
   Net cash provided by financing activities                      87,379           510,000
                                                            ------------      ------------
Net increase (decrease) in cash                                  (70,387)          (95,023)

Cash at beginning of period                                      113,153           158,093
Cash at end of period                                       $     42,766      $     63,070
                                                            ============      ============

Supplemental Disclosures of Cash Flow Information :
Cash paid during the period for interest                    $         --      $         --
                                                            ============      ============

Cash paid during the period for income taxes                $         --      $         --
                                                            ============      ============

Beneficial conversion feature of convertible note           $    256,680      $    147,047
                                                            ============      ============

Value of warrants issued with convertible note              $     80,000      $    353,054
                                                            ============      ============

</TABLE>

See accompanying notes to the consolidated financial statements.


                                      F-10
<PAGE>



                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                  (Information for March 31, 2006 is Unaudited)


NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN ISSUES

Entech Environmental  Technologies,  Inc. ("Entech" or the "Company"),  formerly
Cyber Public  Relations,  Inc.,  was formed in June,  1998 under the laws of the
State of Florida.  The  Company,  through its H.B.  Covey  subsidiary,  provides
construction  and  maintenance  services to  petroleum  service  stations in the
southwestern  part of the United  States of America,  and provides  installation
services for consumer home products in Southern California.

The accompanying  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiary,  H.B. Covey, Inc., a California corporation ("H.B.
Covey").  All  significant  intercompany  transactions  and  balances  have been
eliminated in the consolidated financial statements.

Business Combination and Corporate Recapitalization
---------------------------------------------------

On December 30, 2003, Environmental Technologies,  Inc. , a company formed under
the laws of the State of Nevada ("Entech NV") acquired  through a Share Exchange
Agreement,  all of the issued and outstanding  stock of CPI  Development,  Inc.,
formally Christie Peterson Development Corporation,  Inc. ("CPI"), Advanced Fuel
Filtration Systems Inc. ("Advanced Fuel") and H.B. Covey. From its inception and
up to December  30, 2003,  Entech NV had no  significant  assets or  operations.
Subsequent  to the  acquisition,  CPI,  Advanced  Fuel,  and H.B.  Covey  became
wholly-owned  subsidiaries  of Entech NV. The value of Entech NV's common  stock
issued was the historical cost of Entech NV's net tangible assets, which did not
differ  materially  from their fair  value.  In  accordance  with  Statement  of
Financial  Accounting  Standards No. 141, Business  Combinations,  CPI, Advanced
Fuel and H.B. Covey were collectively the acquired entities.

In connection with Entech NV's acquisition of CPI , the total consideration paid
was $3,238,483 and the significant components of the transaction are as follows:

Net liabilities assumed in excess of assets          $  3,238,483

Cash paid                                                       -
                                                 -----------------
Total consideration paid / goodwill                  $  3,238,483
                                                 =================

On  September  30,  2004,  CPI  filed  bankruptcy  under  Chapter  7 of the U.S.
Bankruptcy Code (see Note 15).

In  Connection  with  Entech  NV's  acquisition  of  Advanced  Fuel , the  total
consideration  paid  was  $2,855,626  and  the  significant  components  of  the
transaction are as follows:

Net liabilities assumed in excess of assets          $  1,855,626

Note payable                                            1,000,000
                                                 -----------------
Total consideration paid / goodwill                  $  2,855,626
                                                 =================

On September  30, 2004,  Advanced Fuel filed  bankruptcy  under Chapter 7 of the
U.S. Bankruptcy Code (see Note 16).

In  connection  with  Entech  NV's   acquisition  of  H.B.   Covey,   the  total
consideration   paid  was  $954,911  and  the  significant   components  of  the
transaction are as follows:

Net assets acquired in excess of liabilities          $   (45,089)

Note payable                                             1,000,000
                                                 ------------------
Total consideration paid / goodwill                    $   954,911
                                                 ==================

                                      F-11
<PAGE>


On January 21, 2004,  Entech NV  completed a Capital  Stock  Exchange  Agreement
("Agreement")  with Cyber Public Relations,  Inc. ("Cyber") an inactive publicly
registered  shell  corporation  with no significant  assets or  operations.  For
accounting  purposes,  Entech NV was the surviving  entity.  The transaction was
accounted for using the purchase method of accounting.  The total purchase price
and carrying value of net assets acquired of Cyber was $297,578.  From June 1998
until  the  date  of the  merger,  Cyber  was an  inactive  corporation  with no
significant  assets and  liabilities.  As Cyber  Public  Relations,  Inc. was an
inactive  corporation with no significant  operations,  the Company recorded the
carryover historical basis of net tangible assets acquired, which did not differ
materially from their historical  cost. The results of operations  subsequent to
the date of merger are  included in the  Company's  consolidated  statements  of
losses.

Effective with the Agreement,  all of the previously issued  outstanding  common
stock, preferred stock, options and warrants owned by the Entech NV shareholders
were exchanged for an aggregate of 9,550,000 shares of Cyber's restricted common
stock. As a result of the Agreement, there was a change in control of the Cyber.
Subsequent   to  the   recapitalization,   Cyber  changed  its  name  to  Entech
Environmental Technologies, Inc.

Effective with the Agreement,  all shares previously  outstanding  common stock,
preferred stock,  options and warrants other than 315,000 shares of common stock
owned by a  significant  Cyber  stockholder  were  returned  to the  Company for
cancellation.  In accordance  with SOP 98-5,  the Company  expensed  $297,578 as
organization costs.

The total consideration paid was $297,578 and the significant  components of the
transaction are as follows:

Common stock retained                                     $     315

Liabilities assumed in excess of assets                      22,263

Cash paid                                                   275,000
                                                   -----------------
Total consideration paid / organization costs           $   297,578
                                                   =================

Discontinued Operations and Deconsolidation
-------------------------------------------

The Company's  business plan contemplated the integration of CPI, Advanced Fuel,
and H.B. Covey into a coordinated  group  providing a broad spectrum of services
to fuel  distribution  facilities.  The  Company  was  unable to  complete  this
integration  and realize its business plan, and encountered  severe  operational
and  cash  flow  problems.  In June  2004,  the  Company's  board  of  directors
authorized management to proceed with the disposal of two subsidiaries,  CPI and
Advanced Fuel. On September 30, 2004,  the Company  formally filed for Chapter 7
bankruptcy  protection  for  CPI  and  Advanced  Fuel  in  Los  Angeles  County,
California (see Note 16).

The consolidated  financial  statements include the accounts of the Company, and
its  wholly-owned  subsidiary,  H.B.  Covey,  Inc. The balance sheets of CPI and
Advanced Fuel have been  de-consolidated  as of September 30, 2004,  and are not
included in the balance  sheet of the Company.  The results of operations of CPI
and  Advanced  Fuel are included in  discontinued  operations  in the  Company's
consolidated  statement of operations and  consolidated  statement of cash flows
for the year ended September 30, 2004, and there were no discontinued operations
for the year ended September 30, 2005.


Going Concern Issues
--------------------

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in the  normal  course of  business.  During  the  years  ended
September  30,  2005 and 2004,  the  Company  incurred  losses  from  continuing
operations  of $1.2 million and $16.0  million,  respectively;  and had negative
cash  flows  from   continuing   operations   of  $588,000  and  $1.7   million,
respectively.  As of March 31, 2006, the Company has negative working capital of
$1.5 million, an accumulated deficit of $17.9 million,  current portion of notes
payable  of $1.1  million  after full  amortization  of the note  discount,  and
accounts payable and accrued expenses of $1.0 million.

                                      F-12
<PAGE>

Other  than  cash  received  from the  collection  of  accounts  receivable  for
construction,  maintenance and consumer  services,  the Company's cash resources
are  generally  limited to  borrowings  under the Note  Purchase  Agreements  as
discussed in Note 3. To date,  the Company has borrowed  $1.1 million  under the
agreement  which provides for total  aggregate  borrowings of $1.5 million.  The
Note Purchase Agreement  provides certain  restrictions on the Company's ability
to raise funds from other resources. As a result,  payments to vendors,  lenders
and employees may be delayed.

These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  The  accompanying  financial  statements  do not  include any
adjustments  that  might  result  from  the  outcome  of this  uncertainty.  The
Company's existence is dependent upon management's ability to develop profitable
operations and to resolve its liquidity  problems.  Management  anticipates  the
Company  will attain  profitable  status and improve its  liquidity  through the
continued  development,  marketing  and  selling of its  services,  and  through
additional debt or equity investment in the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant  accounting  policies applied in the preparation of
the accompanying consolidated financial statements follows.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reported  periods.  Actual results could materially differ from those
estimates.

Revenue Recognition
-------------------

CONSTRUCTION CONTRACTS

The Company  recognizes  revenues  from  fixed-price  and  modified  fixed-price
construction contracts on the  percentage-of-completion  method, measured by the
percentage of cost incurred to date to estimated  total cost for each  contract.
That  method is used  because  management  considers  total  cost to be the best
available   measure  of   progress  on  the   contracts.   Because  of  inherent
uncertainties in estimating  costs, it is at least reasonably  possible that the
estimates used will change within the near term.

Contract  costs include all direct  material and labor costs and those  indirect
costs related to contract  performance.  Selling,  general,  and  administrative
costs are charged to expense as incurred.  Provisions  for  estimated  losses on
uncompleted  contracts  are  made  in  the  period  in  which  such  losses  are
determined.   Changes  in  job  performance,   job  conditions,   and  estimated
profitability may result in revisions to costs and income,  which are recognized
in the period in which the  revisions are  determined.  Changes in estimated job
profitability resulting from job performance,  job conditions,  contract penalty
provisions, claims, change orders, and settlements, are accounted for as changes
in estimates in the current period.

The asset,  "Costs and estimated  earnings in excess of billings on  uncompleted
contracts,"  represents  revenues  recognized in excess of amounts  billed.  The
liability,  "Billings in excess of costs and estimated  earnings on  uncompleted
contracts," represents billings in excess of revenues recognized.

REPAIR AND INSTALLATION SERVICES

The  Company  recognizes  revenue  from  repair and  installation  services,  in
accordance with SEC Staff Accounting  Bulletin No. 101, "Revenue  Recognition in
Financial  Statements"  ("SAB 101").  SAB 101 requires that four basic  criteria
must be met before  revenue can be  recognized:  (1)  persuasive  evidence of an
arrangement  exists;  (2) delivery has occurred or services have been  rendered;
(3) the  selling  price is fixed and  determinable;  and (4)  collectibility  is
reasonably  assured.  Determination  of  criteria  (3)  and  (4)  are  based  on
management's  judgments  regarding the fixed nature of the selling prices of the
products  delivered/services  rendered and the  collectibility of those amounts.
Provisions  for  discounts  and  rebates to  customers,  estimated  returns  and
allowances,  and other  adjustments  are  provided  for in the same  period  the
related sales are recorded. The Company defers any revenue for which the product
has not been  delivered  or  services  have not been  rendered  or is subject to

                                      F-13
<PAGE>

refund until such time that the Company and the customer jointly  determine that
the product has been  delivered or services have been rendered or no refund will
be required.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104,  Revenue  Recognition.  The staff updated and revised the existing  revenue
recognition in Topic 13, Revenue Recognition,  to make its interpretive guidance
consistent with current accounting  guidance,  principally EITF Issue No. 00-21,
"Revenue  Arrangements with Multiple  Deliverables".  Also, SAB 104 incorporates
portions of the Revenue  Recognition in Financial  Statements - Frequently Asked
Questions  and  Answers  document  that the SEC staff  considered  relevant  and
rescinds  the  remainder.   The  company's  revenue  recognition   policies  are
consistent with this guidance.

Fair Value of Financial Instruments
-----------------------------------

The Company  measures its financial  assets and  liabilities in accordance  with
accounting  principles  generally accepted in the United States of America.  The
estimated  fair  values   approximate  their  carrying  values  because  of  the
short-term  maturity  of these  instruments  or the  stated  interest  rates are
indicative of market interest rates.

Concentration of Credit Risk
----------------------------

Financial  instruments and related items, which potentially  subject the Company
to  concentrations  of credit risk,  consist primarily of cash, cash equivalents
and receivables. The Company places its cash and temporary cash investments with
credit quality institutions.  At times, such investments may be in excess of the
FDIC insurance limit. The Company  periodically reviews its trade receivables in
determining  its  allowance  for doubtful  accounts.  The allowance for doubtful
accounts is $72,242 as of September 30, 2005.

Accounts Receivable
-------------------

Accounts  receivable  are recorded when invoices are issued and are presented in
the balance sheet net of the allowance for doubtful  accounts.  Receivables  are
written off when they are  determined  to be  uncollectible.  The  allowance for
doubtful  accounts is estimated based on the Company's  historical  losses,  the
existing economic conditions in the industry, and the financial stability of its
customers.


Inventory
---------

Net  inventories  are valued at the lower of the first-in,  first-out,  or FIFO,
cost or market value and have been reduced by an allowance for excess,  obsolete
and potential scrap inventories. The estimated allowance for excess and obsolete
inventories is based on  inventories on hand compared to estimated  future usage
and  sales  and  assumptions  about  the  likelihood  of scrap or  obsolescence.
Components of inventory as of September 30, 2005 are as follows:

                                                     Amount
                                                 ---------------


Parts inventory                                  $  586,524
Less reserve for excess and obsolete parts         (388,034)
                                                 ---------------
Net inventory                                    $  198,490
                                                 ===============

Property and Equipment
----------------------

Property and equipment are valued at cost.  Depreciation  and  amortization  are
provided  over  the   estimated   useful  lives  up  to  five  years  using  the
straight-line  method. The estimated service lives of property and equipment are
as follows:

Transportation equipment              Five years
Tools and equipment                   Five years
Office furniture and equipment        Three years
Leasehold improvements                Five years


                                      F-14
<PAGE>


Long-Lived Assets
-----------------

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 144
("SFAS  144").  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Events relating to recoverability  may include
significant  unfavorable changes in business conditions,  recurring losses, or a
forecasted  inability to achieve  break-even  operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted  undiscounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted,  based on estimates of
future  undiscounted cash flows resulting from the use and ultimate  disposition
of the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Stock Based Compensation
------------------------

The Company did not issue any stock-based employee compensation during the years
ended September 30, 2005 and 2004.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No.  123,  "Accounting  for  Stock-Based  Compensation,"  to provide
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  this
statement  amends  the  disclosure  requirements  of  SFAS  No.  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported  results.  The Company has chosen to continue to account
for stock-based  compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related  interpretations.  Accordingly,  compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock at the date of the grant  over the  exercise  price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial  reports for the year ended September 30, 2005 and 2004
and for subsequent periods.

Income Taxes
------------

The Company has implemented the provisions on Statement of Financial  Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires
that income tax accounts be computed using the liability method.  Deferred taxes
are  determined  based  upon the  estimated  future tax  effects of  differences
between  the  financial   reporting  and  tax  reporting  bases  of  assets  and
liabilities given the provisions of currently enacted tax laws.

Net Loss Per Common Share
-------------------------

The  Company  computes  earnings  (loss) per share  under  Financial  Accounting
Standard No. 128,  "Earnings Per Share" ("SFAS 128").  Net loss per common share
is computed by dividing  net loss by the  weighted  average  number of shares of
common stock and dilutive common stock equivalents  outstanding during the year.
Dilutive common stock equivalents  consist of shares issuable upon conversion of
convertible notes and the exercise of the Company's  warrants  (calculated using
the treasury stock method).  During 2005 and 2004,  common stock equivalents are
not  considered  in the  calculation  of the weighted  average  number of common
shares outstanding  because they would be anti-dilutive,  thereby decreasing the
net loss per common share.

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting   information   regarding   operating  segments  in  annual  financial
statements and requires selected  information for those segments to be presented
in interim financial  reports issued to stockholders.  SFAS 131 also establishes
standards for related  disclosures  about  products and services and  geographic
areas.  Operating  segments are identified as components of an enterprise  about
which separate discrete financial information is available for evaluation by the
chief operating  decision maker, or  decision-making  group, in making decisions
how to allocate resources and assess performance. Beginning in October 2004, the
Company operates in three segments: Construction Services; Maintenance Services,
and Consumer Services. See Note 15.


                                      F-15
<PAGE>


Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

New Accounting Pronouncements
-----------------------------

In  December  2003,  FASB  issued  a  revision  of  SFAS  No.  132,  "Employers'
Disclosures   About   Pensions   And  Other   Postretirement   Benefits."   This
pronouncement,  SFAS No. 132-R,  expands  employers'  disclosures  about pension
plans and other post-retirement benefits, but does not change the measurement or
recognition of such plans required by SFAS No. 87, No. 88, and No. 106. SFAS No.
132-R retains the existing disclosure requirements of SFAS No. 132, and requires
certain  additional  disclosures  about defined benefit  post-retirement  plans.
Except as described in the following  sentence,  SFAS No. 132-R is effective for
foreign  plans for fiscal years ending after June 15, 2004;  after the effective
date, restatement for some of the new disclosures is required for earlier annual
periods. Some of the interim-period disclosures mandated by SFAS No. 132-R (such
as the components of net periodic benefit cost, and certain key assumptions) are
effective  for foreign  plans for quarters  beginning  after  December 15, 2003;
other interim-period  disclosures will not be required for the Company until the
first  quarter of 2005.  Since the  Company  does not have any  defined  benefit
post-retirement  plans,  the  adoption  of this  pronouncement  did not have any
impact on the Company's results of operations or financial condition.

In November 2004, FASB issued SFAS 151, Inventory Costs, an amendment of ARB No.
43,  Chapter 4. This  Statement  amends the  guidance in ARB No. 43,  Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility  expense,  freight,  handling costs,  and wasted  material  (spoilage).
Paragraph  5  of  ARB  43,  Chapter  4,  previously   stated  that  "under  some
circumstances,  items such as idle facility expense,  excessive spoilage, double
freight,  and  rehandling  costs may be so abnormal as to require  treatment  as
current period  charges" This Statement  requires that those items be recognized
as current-period  charges  regardless of whether they meet the criterion of "so
abnormal."  In  addition,  this  Statement  requires  that  allocation  of fixed
production  overheads to the costs of conversion be based on the normal capacity
of the production  facilities.  This Statement is effective for inventory  costs
incurred during fiscal years beginning after June 15, 2005.  Management does not
believe the adoption of this Statement will have any immediate  material  impact
on the Company.

In  December  2004,  the FASB issued SFAS  No.152,  "Accounting  for Real Estate
Time-Sharing  Transactions,an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP) 04-2,  Accounting  for Real
Estate Time-Sharing Transactions.  This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental  operations and (b) costs incurred
to sell  real  estate  projects  does  not  apply  to real  estate  time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.

On December 16, 2004, FASB published Statement of Financial Accounting Standards
No. 123 (Revised 2004),  Share-Based  Payment ("SFAS 123R").  SFAS 123R requires
that compensation cost related to share-based payment transactions be recognized
in the financial  statements.  Share-based payment transactions within the scope
of SFAS 123R include stock options,  restricted  stock plans,  performance-based
awards,  stock  appreciation  rights,  and employee  share purchase  plans.  The
provisions of SFAS 123R are effective as of the first interim period that begins
after June 15,  2005.  Accordingly,  the  Company  will  implement  the  revised
standard  in the fourth  quarter of fiscal  year 2005.  Currently,  the  Company
accounts for its share-based  payment  transactions  under the provisions of APB
25, which does not necessarily  require the recognition of compensation  cost in
the  financial  statements.  Management is assessing  the  implications  of this
revised  standard,   which  may  materially  impact  the  Company's  results  of
operations in future periods.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB

                                      F-16
<PAGE>


Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

In May 2005, FASB issued  Statement of Financial  Accounting  Standards No. 154,
Accounting Changes and Error  Corrections,  a replacement of APB Opinion No. 20,
Accounting  Changes and FASB  Statement No. 3, Reporting  Accounting  Changes in
Interim Financial  Statements ("SFAS 154"). This Statement  replaces APB Opinion
No. 20 and FASB Statement No. 3, and changes the requirements for the accounting
for and reporting of a change in accounting principle. This Statement applies to
all  voluntary  changes  in  accounting  principle.  It also  applies to changes
required  by an  accounting  pronouncement  in the  unusual  instance  that  the
pronouncement  does  not  include  specific   transition   provisions.   When  a
pronouncement includes specific transition  provisions,  those provisions should
be followed.  Opinion 20  previously  required  that most  voluntary  changes in
accounting  principle be  recognized by including in net income of the period of
the change the cumulative  effect of changing to the new  accounting  principle.
This Statement  requires  retrospective  application to prior periods' financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. When it is impracticable to determine the period-specific  effects of an
accounting  change  on one or more  individual  prior  periods  presented,  this
Statement requires that the new accounting  principle be applied to the balances
of assets and  liabilities as of the beginning of the earliest  period for which
retrospective  application is practicable and that a corresponding adjustment be
made  to  the  opening  balance  of  retained  earnings  (or  other  appropriate
components of equity or net assets in the  statement of financial  position) for
that  period  rather  than being  reported  in an income  statement.  When it is
impracticable  to  determine  the  cumulative  effect  of  applying  a change in
accounting principle to all prior periods,  this Statement requires that the new
accounting  principle  be applied as if it were adopted  prospectively  from the
earliest  date  practicable.  SFAS 154 is effective for  accounting  changes and
corrections of errors made in fiscal years beginning after December 15, 2005 The
Company does not anticipate that the implementation of this standard will have a
material impact on its financial position, results of operations or cash flows.

Other significant recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force  ("EITF")),  the American  Institute of Certified
Public Accountants, and the SEC may be discussed elsewhere in these notes to the
consolidated  financial  statements.  In the opinion of management,  significant
recent accounting  pronouncements  did not or will not have a material effect on
the consolidated financial statements.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2005 consist of the followings:

                                                 Amount
                                            ----------------


Construction contract billings                $  715,921
Maintenance billings                             286,183
Consumer billings                                165,375
                                            ----------------
                                                 1,167,479


Less allowance for uncollectible amounts         (72,242)
                                            ----------------
                                              $  1,095,237
                                            ================


                                      F-17
<PAGE>

NOTE 4 - UNCOMPLETED CONSTRUCTION CONTRACTS

The summary of activity on  uncompleted  construction  contracts as of September
30, 2005 is as follows:

                                                 Amount
                                            ----------------
Estimated earnings                            $    951,252
Less billings to date                             (931,600)
                                            ----------------
Costs and estimated earnings in
  excess of billings                                19,652

Less billings in excess of costs
  and estimated earnings                           (92,625)
                                            ----------------
                                              $    (72,973)
                                            ================



NOTE 5 - PROPERTY AND EQUIPMENT

Major  classes of property and  equipment  at September  30, 2005 consist of the
followings:

                                                  Amount
                                            ----------------

Transportation equipment                      $      654,172

Tools and equipment                                  149,038

Office furniture and equipment                       216,386

Leasehold improvements                               150,000
                                            ----------------
                                                   1,169,596


Less accumulated depreciation
  and amortization                                  (757,760)
                                            ----------------
Net property and equipment                    $      411,836

                                            ================

Depreciation  expense  totaled $59,000 and $49,000 for the years ended September
30, 2005 and 2004, respectively.

NOTE 6 - IMPAIRMENT OF GOODWILL

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No.  142
"Goodwill and Other  Intangible  Assets"  ("SFAS No. 142")  effective  August 1,
2002.   SFAS  No.  142  addresses  how  intangible   assets  that  are  acquired
individually  or with a  group  of  other  assets  should  be  accounted  for in
financial  statements upon their  acquisition.  This statement requires goodwill
amortization  to  cease  and  for  goodwill  to  be  periodically  reviewed  for
impairment.

Under  SFAS No.  142,  goodwill  impairment  occurs  if the net book  value of a
reporting  unit  exceeds its  estimated  fair value.  The test  completed in the
second and third quarter of 2004  indicated  that the recorded book value of the
goodwill  exceeded its fair value, as determined by discounted  cash flows.  The
decrease in fair value is a result of:

-    significant operating losses during the past nine months

-    unanticipated decline in revenues and profitability

-    loss of key personnel

As a result of these events and circumstances,  Company management believed that
the fair value of the goodwill  (CPI -  $3,238,483;  AFFS -  $2,855,626;  and HB
Covey - $954,911;  see Note 1) had been reduced below its carrying  value.  As a
result, management performed an evaluation of the tangible and intangible assets
for purposes of determining  the implied fair value of goodwill at September 30,
2004.  Upon  completion  of  the  assessment,  management  recorded  a  non-cash
impairment  charge of  $(7,049,020)  net of tax, or $(0.70) per share during the
year ended  September 30, 2004, to reduce the carrying  value of goodwill to its
estimated value of zero at September 30, 2004.  Considerable management judgment
is necessary to estimate  fair value.  Accordingly,  actual  results  could vary
significantly from managements' estimates.

                                      F-18
<PAGE>

NOTE 7 - DUE TO DE-CONSOLIDATED ENTITIES

As  discussed in Note 1, the Company  completed a  reorganization  in 2004,  and
after  failing to realize the then current  business  plan,  two of the entities
filed  for  bankruptcy   protection  in  September  2004.  These  entities  were
de-consolidated  as of September 30, 2004. The Company wrote-off its receivables
from  these  entities  in 2004.  As of  September  30,  2005,  the  Company  has
liabilities to the  de-consolidated  entities  totaling  $813,000.  The ultimate
payment or  satisfaction  of these  liabilities is dependent upon the outcome of
the bankruptcy proceedings, which have not been finalized as of the date of this
report.


NOTE 8 - NOTE PURCHASE AGREEMENT

In September 2004, the Company entered into a Note Purchase Agreement (the "Note
Purchase  Agreement") whereby the Company would borrow a minimum of $100,000 and
a maximum of  $1,500,000  pursuant  to a secured  note or notes  (the  "Notes").
Through September 30, 2005, the Company has borrowed $1.1 million under the Note
Purchase  Agreement,  and  this  amount  is due on  September  30,  2006.  As of
September 30, 2005, the Notes issued pursuant to the Note Purchase Agreement are
convertible  into 42.5 million shares of common stock.  Pursuant to the terms of
the Note  Purchase  Agreement,  the Company  has granted  warrants to purchase a
total of 15.9 million shares of common stock at $0.15 per share.

The Notes are convertible into common stock of the Company at the rate of $0.025
per share (the  "Conversion  Price").  The Notes bear interest at the rate of 8%
per annum,  and are secured by a first lien and security  interest on all assets
of the Company and its subsidiary. The Company has no right to prepay the Notes.
The note  holder may  convert the Notes at any time.  In  addition,  the Company
issued  common stock  purchase  warrants  (the "Note  Warrants")  to purchase 15
shares of common  stock for every  $1.00 of  principal  borrowed  under the Note
Purchase Agreement. The Note Warrants have an exercise price of $0.15 per share,
and a term of five years. See Note 11 for detail on outstanding warrants.

In September 2004, the Company also entered into a Registration Rights Agreement
(the  "Registration  Rights  Agreement")  regarding  the shares of common  stock
underlying the Notes and the Note Warrants (the "Registrable Shares") . Pursuant
to the  Registration  Rights  Agreement,  the Company agreed to prepare and file
within one hundred fifty days from the date of the Registration Rights Agreement
a registration  statement covering the Registrable Shares. The Company agreed to
use its  best  efforts  to  cause  the  Registration  Statement  to be  declared
effective by the SEC on the earlier of (i) 210 days  following  the Closing Date
with respect to the  Registration  Statement,  (ii) ten (10) days  following the
receipt of a "No  Review" or similar  letter from the SEC or (iii) the first day
following the day the SEC determines the Registration  Statement  eligible to be
declared  effective.  If,  after 7  months  from  the  date of the  Registration
Statement,   in  the  event  the  Company  does  not  register  the  Registrable
Securities,  or if the  Registration  Statement filed pursuant to Section 2.2 of
the  Registration  Rights  Agreement  is  not  declared  effective,  or  if  the
Registrable  Securities  are  registered  pursuant to an effective  Registration
Statement  and  such  Registration  Statement  or other  Registration  Statement
including  the  Registrable  Securities  is not  effective  in the period from 7
months from September 30, 2004 through two years  following  September 30, 2004,
the Company shall, for each such day, pay the Purchaser,  as liquidated  damages
and not as a penalty,  an amount equal to 36% of the  Purchase  Price per annum;
and for any  such  day,  such  payment  shall be made no  later  than the  first
business day of the calendar  month next  succeeding the month in which such day
occurs.  In  addition,  if the  Company has not filed a  registration  statement
within  the  thirty  day  period  after  closing  as  specified  in  2.2  of the
Registration Rights Agreement, the Company shall, for each such day after thirty
days from  closing  and until the filing of a  registration  statement,  pay the
Purchaser, as liquidated damages and not as a penalty, an amount equal to 36% of
the Purchase  Price per annum;  and for any such day, such payment shall be made
no later than the first business day of the calendar  month next  succeeding the
month in which such day occurs.

The Registration  Rights  Agreement was effective  September 30, 2004, and as of
the  date  of the  financial  statements,  the  Company  had  not  yet  filed  a
registration   statement  as  required  by  the  Registration  Right  Agreement.
Accordingly,  liquidated  damages  totaling  $371,000  were  charged to interest
expense  during the year ended  September 30, 2005. The Company has not paid any
of the liquidated damages as of September 30, 2005.


                                      F-19
<PAGE>

Borrowings  under the Note Purchase  Agreement and the related  discounts are as
follows as of September 30, 2005:

                                                Amount
                                            ----------------


Note proceeds                                 $    1,062,012
Discount for value assigned to Note Warrants        (741,944)
Discount for value assigned to Beneficial
  Conversion Feature                                (320,068)
Amortization of discounts                            525,679

                                            ----------------
Net carrying value of note payable            $      525,679
                                            ================

The values assigned to the Beneficial  Conversion  Feature and the Note Warrants
are  treated as a discount  to the Notes,  and are being  amortized  to interest
expense  over the  terms of the  Notes.  Since  the date of the  first  Note was
September 30, 2004,  there was no  amortization  of the discount during the year
ended September 30, 2004. Interest expense for the year ended September 30, 2005
includes $526,000 of the amortized note discounts.

NOTE 9 - NOTES PAYABLE TO RELATED PARTIES

The Company has an outstanding note payable of $146,000 to Burr D. Northrop, the
Company's  President,  at  September  30, 2005.  The Company  issued the note in
August  2005 as payment  for tenant  improvements  to the leased  facility.  Mr.
Northrop is the landlord of the leased property.  The note bears interest at 8%,
and provides for monthly payments of $3,041 through July 2010.

The Company  converted a $50,000 note payable and $10,000 of interest payable to
a related  party into common  stock  through the  issuance of 800,000  shares of
common stock in August 2005.

NOTE 10 - CAPITAL STOCK

Issued and outstanding

The Company is authorized to issue 10,000,000  shares of preferred stock, with a
par value of $0.001 per share.  As of September  30,  2005,  the Company had not
issued any  preferred  stock.  The Company is  authorized  to issue  100,000,000
shares of common  stock,  with a par value of $0.001 per share.  As of September
30,  2005,  the  Company  has  28,405,825  shares of  common  stock  issued  and
outstanding. As discussed below, the Company has 4,478,536 shares subscribed for
future issuance as of September 30, 2005.

In December 2003, the Company acquired through a Share Exchange  Agreement,  all
of the issued and outstanding  stock of CPI  Development  Inc. and Advanced Fuel
Filtration  Systems,  Inc. and H.B.  Covey,  Inc.  The total shares  acquired of
67,824 were canceled  subsequent to the  acquisition.  The Company also canceled
500 shares of treasury stock for $1,250,000 relating to CPI Development Inc.

During the year ended September 30, 2004, the Company  completed a Capital Stock
Exchange Agreement ("Agreement") with Cyber Public Relations,  Inc., an inactive
publicly  registered shell corporation with no significant assets or operations.
Effective with the Agreement,  all except 315,000 out of total 2,199,000  shares
of common  stock were  canceled  and, in exchange,  8,550,000  shares of Cyber's
restricted common stock were issued.  Also, the Company issued 500,000 shares to
the employees in relation to the acquisition.

During the year ended  September  30, 2004,  the Company  issued an aggregate of
1,000,000  shares  of common  stock to  various  outside  service  providers  in
exchange for  investment and legal  services.  The shares were issued at the par
value of $0.001 per share, which represented the fair value of the stock issued,
which did not differ materially from the value of the services rendered.

During the year ended September 30, 2004, the Company issued 4,085,832 shares of
common stock pursuant to private placement  agreements and received net proceeds
of $5,356,249.  As part of a goodwill  restructuring of the terms of the private
placement  agreements,  the Company subscribed 976,252 shares of common stock to
these investors, and issued the shares in fiscal year 2005.

During the year ended  September  30,  2004,  the Company  subscribed  2,134,705
shares of common stock to members of  management  for the  conversion of amounts
owed to them totaling $2,134,705. The Company issued these shares in fiscal year
2005. The Company also subscribed 6,400,000 shares of common stock to members of
management  as  incentive   compensation  at  $0.16  per  share,   and  recorded


                                      F-20
<PAGE>

compensation  expense of $1,024,000.  The fair value of the stock subscribed did
not materially differ from the value of the services rendered. The shares issued
for incentive compensation were issued in fiscal year 2005.

During the year ended  September  30,  2004,  the Company  subscribed  1,580,869
shares of common stock to vendors and service  providers,  and recorded expenses
totaling $277,553. The fair market value of the shares issued did not materially
differ from the value of the services rendered.  The Company issued 1,352,369 of
the  subscribed  shares in fiscal  year 2005,  and 228,500  shares  remain to be
issued.

During the year ended  September 30, 2005, the Company issued 75,000 shares to a
service provider,  and recorded expense of $4,875.  The fair market value of the
shares issued did not materially differ from the value of the services rendered.

During the year ended September 30, 2005, the Company issued 1,500,000 shares of
common  stock to a former  officer and director  pursuant to the  reorganization
discussed in Note 1, and recorded $90,000 of expense related to the transaction.
The fair market value of the shares  issued did not  materially  differ from the
value of the services  rendered.  The Company may be obligated to issue  another
1,000,000  shares to the same person pursuant to the  reorganization  agreement,
and the Company  recorded  $60,000 of expense  related to the  transaction,  and
accrued this amount as a liability. The Company is disputing the issuance of the
additional 1,000,000 shares.

During the year ended  September 30, 2005,  the Company  issued 16,667 shares of
common  stock to an  investor in an earlier  sale of common  stock as a goodwill
restructuring  of the terms of the previous sale. The Company charged the amount
of $17 to additional paid-in capital.

During the year ended  September 30, 2005, the Company entered into an agreement
with an individual to settle claims against one of the de-consolidated  entities
totaling  $398,125.  The Company  issued  500,000 shares of common stock and the
$398,125  was  recorded  as a  reduction  in the amount  due to  de-consolidated
entities.

During the year ended  September 30, 2005,  the Company issued 800,000 shares of
common stock to satisfy a $50,000  note payable and $10,000 of interest  payable
to a related party.  The Company also issued 200,000 shares at $.075, the market
value  on the  date  of  issuance,  to  the  same  related  party  as  incentive
compensation,  and  recorded  compensation  expense  of  $15,000  related to the
issuance.

During the year ended September 30, 2005, the Company issued  10,863,326  shares
of common stock that were subscribed in 2004.


Shares subscribed, not issued

During the year ended  September  30,  2005,  the Company  subscribed  4,000,036
shares of common stock at $.025 per share to  investors in a private  placement.
The shares had not been issued as of September 30, 2005.

Following is a summary of the subscribed share activity:

<TABLE>
<CAPTION>

                  Common Stock Subscribed, Not Issued (Shares)
------------------------------------------------------------------------------------------------------------------------------------
                                                        Incentive
                                       Cash            Compensation            Services            Other            Total
<S>                                  <C>               <C>                    <C>                <C>              <C>
Balance at September 30, 2003                  -                     -                   -                  -                 -


Shares subscribed                              -             6,400,000           1,580,869          3,110,957        11,091,826
Issuance of subscribed shares                  -                     -                   -                  -                 -
                                      ------------        -------------        ------------       ------------      ------------
Balance at September 30, 2004                  -             6,400,000           1,580,869          3,110,957        11,091,826


Shares subscribed                      4,000,036                     -                   -                  -         4,000,036
Issuance of subscribed shares                  -           (6,400,000)          (1,352,369)        (3,110,957)      (10,863,326)
                                      ------------        -------------        ------------       ------------      ------------


Balance at September 30, 2005          4,000,036                     -             228,500                  -         4,228,536
                                      ============        =============        ============       ============      ============
</TABLE>

                                      F-21
<PAGE>

NOTE 11 - WARRANTS TO PURCHASE COMMON STOCK

The  Company  granted  warrants  in 2005 and  2004 in  connection  with  capital
formation  efforts  under the Note  Purchase  Agreement  (see Note 8). The value
attributed to the warrants has been credited to additional paid-in capital.  The
Company did not grant any stock  options  during the years ended  September  30,
2005 or 2004.

Transactions involving warrants are summarized below:

                                                              Weighted
                                                               average
                                            Warrants           exercise
                                          outstanding           price
                                         ---------------     -------------

Balance at September 30, 2004                16,854,055       $     1.25

Granted                                       7,501,500             0.15

Exercised                                             -

Cancelled                                             -
                                         ---------------
Balance at September 30, 2005                24,355,555       $     0.91
                                         ===============



The following is a further breakdown of the warrants outstanding as of September
30, 2005:

<TABLE>
<CAPTION>

Exercise prices         Number outstanding and           Weighted average remaining              Weighted average exercise price
                              exercisable                 contractual life (years)                 outstanding and exercisable
-----------------    ------------------------------   ----------------------------------    ----------------------------------------
<S>                  <C>                              <C>                                   <C>
        $   0.15                 15,930,180                         4.05                     $                0.15

            1.00                  3,150,000                         3.33                                      1.00

            1.10                    475,375                         3.33                                      1.10

            2.00                  2,000,000                         3.33                                      2.00

            2.50                    400,000                         1.38                                      2.50

            3.00                    400,000                         1.38                                      3.00

            4.00                  1,000,000                         3.33                                      4.00

            6.00                  1,000,000                         3.32                                      6.00

                     ------------------------------
                                 24,355,555                         3.74                     $                0.91
                     ==============================
</TABLE>


NOTE 12 - INCOME TAXES

The Company  adopted  Financial  Accounting  Standard No. 109 which requires the
recognition of deferred tax  liabilities  and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns.  Under this method,  deferred tax liabilities and assets are determined
based on the difference between financial statements and tax bases of assets and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences  are  expected to reverse.  Temporary  differences  between  taxable
income  reported for  financial  reporting  purposes and income tax purposes are
insignificant.

For income tax reporting purposes,  the Company's aggregate unused net operating
losses   approximate  $15.3  million  which  expire  through  2023,  subject  to
limitations  of Section  382 of the  Internal  Revenue  Code,  as  amended.  The
deferred tax asset related to the carry forward is approximately $5,697,000. The
Company  has  provided a  valuation  reserve  against the full amount of the net
operating  loss  benefit,  because in the opinion of  management  based upon the
earning  history of the  Company,  it is more likely than not that the  benefits
will not be realized.

                                      F-22
<PAGE>

Components of deferred tax assets as of September 30, 2005 are as follows:

                                        Amount
                                     --------------

Non-current:
Net operating loss carryovers         $ 5,697,000
Valuation allowance                    (5,697,000)
                                     --------------
Net deferred tax asset                $         -
                                     ==============

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Leases

The Company  leases 8,000  square feet of  warehouse  and office space in Chino,
California from Burr D. Northrop,  the Company's  President.  The monthly rental
rate is $6,500, and the lease provides for 3% annual increases in rent beginning
in August,  2007. The lease term is for five years,  and expires in July,  2010.
Total future  payments under the lease as of September 30, 2005 total  $391,400.
Management   believe  that  these   facilities  are  adequate  for  our  current
operations. However, we expect that we could locate other suitable facilities at
comparable rates, should we need more space.

The Company  leases a storage yard near the warehouse and office space in Chino.
The  monthly  rent under the lease was $1,000 per month.  This lease  expired in
October  2005,  and the lease is now month to month with a new  monthly  rent of
$1,050 per month.

The  Company  also leases two  storage  units in Los Angeles  County for storing
water  heaters  and  related  equipment  that  we use in the  consumer  services
division.  These leases are on a month to month basis,  and the combined monthly
rent for these two units is $526 per month.

Future payouts under the leases for the warehouse,  office and storage space are
as follows:

  Year           Amount
---------    ----------------

  2006         $    79,000
  2007              78,400
  2008              80,800
  2009              83,200
  2010              71,000
             ----------------
               $   392,400
             ================

Litigation
----------

The Company was named as a defendant in several legal  proceedings  in the State
of California  alleging  breach of contract and various fees in connection  with
the activities of our subsidiaries, Christie-Peterson Development, Advanced Fuel
Filtration  Systems,  Inc., and H.B.  Covey,  Inc. The plaintiffs  seek monetary
damages.  CPI and AFFS commenced  Chapter 7 bankruptcy  proceedings on September
30, 2004.

The proceedings described below are in various stages. While the ultimate effect
of the legal actions  described  below cannot be predicted  with  certainty,  we
expect  that  the  proceedings  against  our  subsidiaries  will not  result  in
liability to us due to the ongoing bankruptcy of CPI and AFFS.

We do not expect the outcome of these  matters to have a material  effect on our
financial  condition or the results of our  operations.  The following  lawsuits
have been filed against us:

NK Heating & Air  Conditioning  filed  complaint  against  the  Company  and its
formerly owned subsidiary , CPI Development, Inc. in Los Angeles County Superior
Court.  The  complaint  alleges a breach of  contract,  and  alleges  damages of
$98,000.   The  Company  believes  that  it  has  meritorious  defenses  to  the
plaintiff's   claims  and  intends  to  vigorously  defend  itself  against  the
Plaintiff's claims.

                                      F-23
<PAGE>

Corona  Service Park, et al filed  complaint  against the Company in the Central
District of  California  of the United  States  District  Court.  The  complaint
alleges a breach of  contract.  The  Company  believes  that it has  meritorious
defenses to the  plaintiff's  claims and  intends to  vigorously  defend  itself
against the Plaintiff's claims.

The Company is also subject to other legal proceedings and claims which arise in
the ordinary course of its business.  Although  occasional  adverse decisions or
settlements may occur, the Company  believes that the final  disposition of such
matters will not have material adverse effect on its financial position, results
of operations or liquidity

Other than described above, we are not engaged in any other litigation,  and are
unaware of any claims or complaints that could result in future  litigation.  We
will  seek  to  minimize   disputes   with  our   customers  but  recognize  the
inevitability of legal action in today's business  environment as an unfortunate
price of conducting business.

Other
-----

Our former chairman and chief executive officer,  Steven Rosenthal did not agree
to the  termination of his employment  agreement with us in 2004. As of the date
of this report,  we are disputing Mr.  Rosenthal's claim that our obligations to
him under the employment  contract are still in force and effect.  No litigation
has been filed with respect to Mr. Rosenthal at this time.

Pursuant to the agreement with Mr. Rosenthal, which was to terminate on November
30, 2006, he was to receive a salary of $360,000 per year, plus bonuses, cost of
living increases,  and other benefits. The agreement was renewable. In addition,
Mr.  Rosenthal  received  1,000,000 shares of our common stock upon execution of
his  agreement.  We  have  taken  the  position  that  the  agreement  has  been
terminated.

NOTE 14 - RELATED PARTY TRANSACTIONS

The Company  leases 8,000  square feet of  warehouse  and office space in Chino,
California from Burr D. Northrop,  the Company's  President.  The monthly rental
rate is $6,500, and the lease provides for 3% annual increases in rent beginning
in August,  2007. The lease term is for five years,  and expires in July,  2010.
Total future  payments under the lease as of September 30, 2005 total  $391,400.
Management  believes that these facilities are adequate for current  operations.
However,  management  expects that we could locate other suitable  facilities at
comparable rates, should more space be needed.

In 2005, we paid Terence Leong,  a board member,  or his company an aggregate of
$46,000 for consulting services provided to the Company in 2004.

Also, see Note 9, Notes Payable to Related Parties.

NOTE 15 - SEGMENT INFORMATION

Prior to  September  30,  2004,  the Company  operated and reported its business
operations  internally in one business segment. With the signing of the contract
with  Sears in October  2004 to install  hot water  heaters  and other  consumer
products,  the  Company  began  reporting  its  operations  internally  in three
business  segments:  Construction  Services,  Maintenance  Services and Consumer
Services.

These segments  operate in the United States,  and their markets are regional to
the West  Coast.  During  the  years  ended  September  30,  2005 and  2004,  we
recognized  approximately  44.5 percent and 40.0 percent,  respectively,  of our
consolidated   revenue  from  continuing   operations  from  three   significant
customers.  While  we  consider  our  relationships  with  the  customers  to be
satisfactory,  given the concentration of our sales to a few key customers,  our
continued  relationships  may be subject to the  policies  and  practices of the
customers. We continue to concentrate our efforts on expanding our customer base
in order to reduce our reliance on our current customers.  Intersegment revenues
are not material and are not shown in the following tables.

In September 2004, we formally filed for Chapter 7 bankruptcy protection for two
of our subsidiaries,  CPI and Advanced Fuel. All operations for CPI and Advanced
Fuel are  reflected  as  discontinued  operations  and are not  included  in the
segment information below.

                                      F-24
<PAGE>

Construction Services
---------------------

Construction  Services specializes in construction of fueling  installations for
the retail  petroleum  industry,  commercial  and  industrial  users,  municipal
organizations,  and  major  equipment  manufacturers.  Customers  are  primarily
located in California.  In 2005,  construction  contracts  ranged in value up to
$1.0 million.

Maintenance Services
--------------------

Maintenance  Services  provides  services  to  fueling  installations.  Services
consist of procedures to ensure the proper  maintenance  and  functioning of the
fueling installations. Customers are primarily located in California.

Consumer Services
-----------------

In October 2004, we entered into a contract with Sears for installation services
related to hot water heaters, water softener systems, garbage disposals,  garage
door openers, etc. The service area covers 35 stores across southern California.
Consumer  Services,  a new business  segment,  includes our business  activities
under the Sears contract.

Other
-----

The  Company's  Other  segment  includes  corporate  general and  administrative
expenses and interest expense.

The following table provides selected summary financial data by segment:

<TABLE>
<CAPTION>
                                                                For the year ended September 30, 2005
                                    -----------------------------------------------------------------------------------------------
                                     Construction         Maintenance            Consumer             Other             Total
<S>                                  <C>                  <C>                    <C>                  <C>               <C>
Revenues                               $  2,556,708         $  2,542,066         $  1,112,893         $  13,364        $ 6,225,031
Cost of sales                             1,315,755            1,581,328              705,370                 -          3,602,453
Gross profit                              1,240,953              960,738              407,523            13,364          2,622,578
Operating expenses                          365,221              593,313              489,475         1,395,587          2,843,596
Income (loss) from operations               875,732              367,425              (81,952)       (1,382,223)          (221,018)
Interest expense                                  -                    -                    -        (1,010,242)        (1,010,242)
Segment assets                              783,264              458,911              296,900           366,899          1,905,974

</TABLE>



NOTE 16 - DISCONTINUED OPERATIONS

In June 2004,  management  received  the  authority  to proceed with the plan of
disposal of its CPI and AFFS  subsidiaries.  These subsidiaries were placed into
bankruptcy on September 30, 2004.  The assets and  liabilities  were conveyed to
the bankruptcy trustees after filing the bankruptcies, and both bankruptcies are
open as of September 30, 2005. We are not aware of the assets and liabilities of
the bankrupt  entities as of September 30, 2005, and no assets or liabilities of
the  bankrupt  entities  are included in the  consolidated  balance  sheet as of
September 30, 2005.

The  financial  statements  reflect the  operating  results of the  discontinued
operations  separately from  continuing  operations.  Operating  results for the
discontinued operations for the years ended September 30, 2005 and 2004 were:

                      2005                 2004
                 ----------------    -----------------
Revenue          $             -      $    20,893,299
Expenses                       -           33,818,799
                 ----------------    -----------------

Net loss         $             -      $   (12,925,500)
                 ================    =================




                                      F-25
<PAGE>



NOTE 17 - SUBSEQUENT EVENTS

In October 2005, the Company executed a settlement agreement with Northwest Pump
&Equipment Co.  ("Northwest") to settle a lawsuit filed by Northwest against the
Company.  Pursuant to the terms of the  agreement,  all claims were released and
the Company  agreed to pay $45,000 to Northwest,  $25,000 upon  execution of the
agreement, and $2,000 per month until the balance is paid in full.

In December 2005, the Company entered into a settlement  agreement with a vendor
to satisfy accounts payable totaling  $163,000.  Terms of the agreement provided
for payment in cash of $35,000,  and the issuance of 1,000,000  shares of common
stock.  The common  shares  issued were  valued at $90,000,  or $0.09 per share,
which was the fair market value on the agreement  date.  The  resulting  gain on
settlement totaling $38,000 was recorded as other income during the three months
ended December 31, 2005.

In December 2005, the Company  entered into an Asset Purchase and Sale Agreement
with  Pacific  Coast  Testing to acquire the assets of this fuel system  testing
company for $125,000.  No liabilities  were assumed as part of the  transaction.
The Company  paid $75,000 of the purchase  price at closing,  and the  remaining
$50,000  is  payable in May 2006.  The final  payment  is  subject  to  downward
adjustment for issues that may arise subsequent to the transaction.

The assets  acquired  were valued at their fair market  value,  resulting in the
recording of goodwill totaling approximately  $22,000.  Following is a breakdown
of the purchase price allocation:

                          Amount
                      ----------------
Vehicles               $     57,455
Equipment                    37,590
Inventory                     8,423
Goodwill                     21,532
                      ----------------
Purchase price         $    125,000
                      ================

Burr Northrop,  the Company's President,  advanced the funds to make the initial
$75,000 purchase price payment, and the Company recorded this as an advance from
related  party.  As  noted  below,  the  Company  entered  into a Note  Purchase
Agreement to finance the repayment of the advance.

In December 2005, the Company  executed a Note Purchase  Agreement ("NPA #2") to
provide for  repayment of the advance by Burr  Northrop that was used to pay the
initial  purchase  price in the  acquisition  of Pacific Coast  Testing.  NPA #2
provides for funding of $100,000 pursuant to a convertible note payable, and the
funding did not occur until  January  2006.  Accordingly,  the  transaction  was
recorded  in  January  2006.  The note  bears  interest  at 8% per year,  is due
December 30, 2007, and is  convertible  into 4.0 million shares of common stock.
The Company  issued  warrants to purchase 4.0 million  common shares to the note
holder in December  2005.  The value of the note proceeds were  allocated to the
beneficial conversion feature and the warrants, resulting in a discount equal to
the face value of the note.  The note  discount is being  amortized  to interest
expense  beginning on the funding date. The shares  underlying  the  convertible
note and warrants have certain  registration  rights.  The  registration  rights
agreement  for NPA #2 provides for  liquidated  damages equal to 36% of the note
principal in the event that a registration  statement to register the underlying
shares is not filed  timely.  The Company did not incur any  liquidated  damages
during the three months ended March 31, 2006 related to NPA #2.

In January 2006, the Company  executed a Note Purchase  Agreement  ("NPA #3") to
convert  $236,680 of accrued  liquidated  damages on NPA #1 into a note payable.
The note bears interest at 8%, is due January 26, 2008, and is convertible  into
9.5  million  shares  of  common  stock.  The  value of the note  proceeds  were
allocated to the beneficial conversion feature, resulting in a discount equal to
the face value of the note.  The note  discount is being  amortized  to interest
expense  beginning on the funding date. The shares  underlying  the  convertible
note have certain registration rights. The registration rights agreement for NPA
#3 provides for  liquidated  damages  equal to 36% of the note  principal in the
event that a  registration  statement to register the  underlying  shares is not
filed timely.  The Company did not incur any liquidated damages during the three
months ended March 31, 2006 related to NPA #3.

Effective  April 30,  2006,  the  Company  executed a secured  convertible  note
payable for  $167,843 as payment of  liquidated  damages from January 1, 2006 to
April 30, 2006 on our other note obligations.  The note bears interest at 8% per
year, is due April 30, 2008, and is convertible into  approximately  6.7 million
common shares.

                                      F-26
<PAGE>

                 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTSON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

         Effective on October 25, 2005, the Company  dismissed  Russell  Bedford
Stefanou Mirchandani,  LLP ("RBSM") by declining to renew the engagement of RBSM
as the independent  accountant engaged to audit the financial  statements of the
Company and engaged Mendoza Berger & Co., LLP as its new independent  registered
public accounting firm for fiscal year ending September 30, 2005.

                             ADDITIONAL INFORMATION

         We  are  subject  to the  information  requirements  of the  Securities
Exchange  Act of 1934,  as amended,  and we file annual,  quarterly  and current
reports and other information with the Securities and Exchange  Commission.  You
may read and copy any document that we file at the SEC's public  reference  room
facility located at 100 F Street, N.E., Washington,  D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further  information on the public reference room. The
SEC also maintains an Internet site at www.sec.gov that contains reports,  proxy
and information  statements and other information  regarding issuers,  including
us, that file documents with the SEC electronically through the SEC's electronic
data gathering, analysis and retrieval system known as EDGAR.

         This  prospectus is part of a registration  statement  filed by us with
the SEC.  Because the rules and  regulations of the SEC allow us to omit certain
portions of the  registration  statement from this  prospectus,  this prospectus
does not contain all the  information set forth in the  registration  statement.
You may review  the  registration  statement  and the  exhibits  filed with such
registration  statement for further  information  regarding us and the shares of
our common stock being sold by this prospectus.  The registration  statement and
its exhibits may be inspected at the public reference facility of the SEC at the
locations described above.


We have not  authorized  any dealer,  salesperson or other person to provide any
information or make any  representations  about Computer  Software  Innovations,
Inc. except the information or representations contained in this prospectus. You
should not rely on any additional information or representations if made.


You should  rely only on the  information  contained  in this  prospectus.  This
prospectus  does not constitute an offer to sell or a  solicitation  of an offer
buy any securities:  o except the common stock offered by this prospectus;  o in
any jurisdiction in which the offer or solicitation is not authorized;  o in any
jurisdiction  where the dealer or other salesperson is not qualified to make the
offer or solicitation;  o to any person to whom is it unlawful to make the offer
or  solicitation;  or o to any person who is not a United States resident or who
is outside the jurisdiction of the United States.

                               [GRAPHIC OMITTED]

                      Dealer Prospectus Delivery Obligation

Until , all dealers that effect transactions in these securities, whether or not
participating in this offering,  must be required to deliver a prospectus.  This
is in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters.

                                       34

<PAGE>


                                   PROSPECTUS


                       110,244,587 Shares of Common Stock

                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC

                                  June 7, 2006




PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Florida  Business  Corporation  Act provides  that a person who is
successful on the merits or otherwise in defense of an action because of service
as an  officer  or  director  or a  corporation,  such  person  is  entitled  to
indemnification  of expenses  actually and reasonably  incurred in such defense.
F.S. 607.0850(3)

        Such act also provides that the  corporation may indemnify an officer or
director,  advance expenses,  if such person acted in good faith and in a manner
the person  reasonably  believed to be in, or not opposed to, the best interests
of the  corporation  and, with respect to a criminal  action,  had no reasonable
cause to believe his conduct was unlawful. F.S. 607.0850(1)(2).

        A court  may order  indemnification  of an  officer  or  director  if it
determines  that  such  person  is  fairly  and  reasonably   entitled  to  such
indemnification in view of all the relevant circumstances. F.S. 607.0850(9).

        Article  VIII of our Articles of  Incorporation  and Article 4.13 of our
By-laws  authorize  us to indemnify  our  officers and  directors to the fullest
extent authorized by the Florida Business Corporation Act.

         Corona  Service  Park,  et al filed  complaint  against the Company and
against the directors of the Company in the CentralDistrict of California of the
United States District Court.  The complaint  alleges a breach of contract.  The
Company believes that it has meritorious  defenses to the plaintiff's claims and
intends to vigorously defend itself against the Plaintiff's  claims.  Apart from
the above, no pending material litigation or proceeding involving our directors,
executive  officers,  employees or other agents as to which  indemnification  is
being sought, exists, and we are not aware of any pending or threatened material
litigation,  that  may  result  in  claims  for  indemnification  by  any of our
directors or executive officers.


Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers or persons  controlling  us pursuant to the
foregoing  provisions,  we  have  been  informed  that,  in the  opinion  of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with the  securities  being  registered,  we will,  unless in the
opinion of our counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by us is  against  public  policy  as  expressed  hereby in the
Securities Act and we will be governed by the final adjudication of such issue.

Item 25.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The  following  table sets forth the  expenses  in  connection  with the
issuance and distribution of the securities offered hereby.
--------------------------------------------------------------------------------

Registration Fee
--------------------------------------------------------------------------------
Printing Expenses*
--------------------------------------------------------------------------------
Legal Fees and Expenses*
--------------------------------------------------------------------------------
Accounting Fees and Expenses*
--------------------------------------------------------------------------------
Blue Sky Fees and Expenses*
--------------------------------------------------------------------------------
Transfer Agent Fees and Expenses*
--------------------------------------------------------------------------------

Misc.*                                                             -------------

Total                                                        $     -------------


*To be filed with the final prospectus

                                       1
<PAGE>

Item 26.    RECENT SALES OF UNREGISTERED SECURITIES.

        The following  provides  information  concerning all sales of securities
within the last three years which were not  registered  under the Securities Act
of 1933.


During the year ended September 30, 2004, the Company  completed a Capital Stock
Exchange Agreement ("Agreement") with Cyber Public Relations,  Inc., an inactive
publicly  registered shell corporation with no significant assets or operations.
Effective with the Agreement,  all except 315,000 out of total 2,514,000  shares
of common  stock were  canceled  and, in exchange,  8,550,000  shares of Cyber's
restricted common stock were issued.  Also, the Company issued 500,000 shares to
the employees in relation to the acquisition.

During the year ended  September  30, 2004,  the Company  issued an aggregate of
1,000,000  shares  of common  stock to  various  outside  service  providers  in
exchange for  investment and legal  services.  The shares were issued at the par
value of $0.001 per share, which represented the fair value of the stock issued,
which did not differ materially from the value of the services rendered.

During the year ended September 30, 2004, the Company issued 4,085,832 shares of
common stock pursuant to private placement  agreements and received net proceeds
of $5,536,249.  As part of a goodwill  restructuring of the terms of the private
placement  agreements,  the Company subscribed 976,252 shares of common stock to
these investors, and issued the shares in fiscal year 2005.

During the year ended  September  30,  2004,  the Company  subscribed  2,134,705
shares of common stock to members of  management  for the  conversion of amounts
owed to them totaling $2,134,705. The Company issued these shares in fiscal year
2005. The Company also subscribed 6,400,000 shares of common stock to members of
management as incentive  compensation at $0.16 per share.  The fair value of the
stock  subscribed  did not  materially  differ  from the  value of the  services
rendered.  The shares  issued for incentive  compensation  were issued in fiscal
year 2005.

During the year ended  September  30,  2004,  the Company  subscribed  1,580,869
shares of common stock to vendors and service  providers.  The fair market value
of the shares  issued did not  materially  differ from the value of the services
rendered.

In October  2004,  the Company  entered into an agreement  with an individual to
settle claims  against one of the Company's  de-consolidated  entities  totaling
$398,000. The Company issued 500,000 shares of Company common stock.

During the three  months  ended March 31,  2005,  the Company  issued  1,500,000
shares of common  stock to a former  officer  and  director  and  recorded as an
expense of $90,000.  The shares were  recorded at their market price of $.06 per
share as of the date of the agreement pertaining to the issuance.

During the three months ended June 30, 2005, the Company issued 16,667 shares of
common  stock to  investors  in an  earlier  sale of common  stock as a goodwill
restructuring  of the terms of the previous sale. The Company charged the amount
of $17 to additional paid-in capital.

During the year ended  September 30, 2005, the Company issued 75,000 shares to a
service provider.  The fair market value of the shares issued did not materially
differ from the value of the services rendered.

During the year ended September 30, 2005, the Company issued 1,500,000 shares of
common stock to a former  officer and director  pursuant to the  reorganization.
The fair market value of the shares  issued did not  materially  differ from the
value of the services rendered.

During the three  months  ended  September  30,  2005,  the  Company  subscribed
4,000,036  shares of common stock to investors at $.025 per share for cash,  and
received proceeds of $100,001. As of September 30, 2005, the shares had not been
issued by the  transfer  agent,  and the shares are  recorded  in the  financial
statements as "shares subscribed, not issued." The Company issued 800,000 shares
to a related party to convert  $50,000 of notes and $10,000 of interest  payable
when the fair market value of the stock was $.075 per share.  The Company issued
200,000  shares as incentive  compensation  to an employee  when the fair market
value of the stock was $.075 and recorded $15,000 as compensation expense.

In December 2005, the Company entered into a settlement  agreement with a vendor
to satisfy accounts payable totaling  $163,000.  Terms of the agreement provided
for payment in cash of $35,000,  and the issuance of 1,000,000  shares of common
stock.

                                       2
<PAGE>

In December 2005, the Company  executed a Note Purchase  Agreement ("NPA #2") to
provide for  repayment of the advance by Burr  Northrop that was used to pay the
initial  purchase  price in the  acquisition  of Pacific Coast  Testing.  NPA #2
provides for funding of $100,000 pursuant to a convertible note payable, and the
funding did not occur until January 2006. The note bears interest at 8%, will be
due December 30, 2007,  will be  convertible  into 4.0 million  shares of common
stock,  and the Company issued warrants to purchase 4.0 million common shares to
the note holder in December 2005.

In January 2006, the Company  executed a Note Purchase  Agreement  ("NPA #3") to
convert  $236,680 of accrued  liquidated  damages on NPA #1 into a note payable.
The note bears interest at 8%, is due January 26, 2008, and is convertible  into
9.5  million  shares  of  common  stock.  The  value of the note  proceeds  were
allocated to the beneficial conversion feature, resulting in a discount equal to
the face value of the note.  The note  discount is being  amortized  to interest
expense  beginning on the funding date. The shares  underlying  the  convertible
note have certain registration rights. The registration rights agreement for NPA
#3 provides for  liquidated  damages  equal to 36% of the note  principal in the
event that a  registration  statement to register the  underlying  shares is not
filed timely.  The Company did not incur any liquidated damages during the three
months ended March 31, 2006 related to NPA #3.

Effective  April 30, 2006,  we executed a secured  convertible  note payable for
$167,843 as payment of liquidated damages from January 1, 2006 to April 30, 2006
on our other note  obligations.  The note bears  interest at 8% per year, is due
April 3, 2008, and is convertible into approximately 6.7 million common shares.

The offer and sale of such shares of our common stock were  effected in reliance
on the exemptions for sales of securities  not involving a public  offering,  as
set forth in Rule 506  promulgated  under the Securities Act of 1933, as amended
(the  "Securities  Act") and in Section 4(2) and Section 4(6) of the  Securities
Act and/or Rule 506 of Regulation D, based on the  following:  (a) the investors
confirmed to us that they were "accredited investors," as defined in Rule 501 of
Regulation  D  promulgated  under the  Securities  Act and had such  background,
education  and  experience  in financial  and business  matters as to be able to
evaluate the merits and risks of an investment in the securities;  (b) there was
no public offering or general solicitation with respect to the offering; (c) the
investors  were  provided  with  certain  disclosure  materials  and  all  other
information   requested   with  respect  to  our  company;   (d)  the  investors
acknowledged  that all securities being purchased were  "restricted  securities"
for purposes of the Securities  Act, and agreed to transfer such securities only
in a transaction registered under the Securities Act or exempt from registration
under the  Securities  Act;  and (e) a legend  was  placed  on the  certificates
representing each such security stating that it was restricted and could only be
transferred if subsequently  registered  under the Securities Act or transferred
in a transaction  exempt from registration  under the Securities Act. All of the
investors  took  their  securities  for  investment  purposes  without a view to
distribution  and had access to information  concerning  Entech and our business
prospects, as required by the Securities Act.

As to the exhibits - seems I read  somewhere  that we need to tell the reader in
which document the exhibits were previously filed - I looked for the language in
the regs, but was not able to find what I thought I read in this regard.

Item 27.     Exhibits

          Number                  Description
1.1**        Investment  Banking Agreement with Windstone Capital Partners dated
             October 24, 2003

2.1**        Plan and  Agreement  of  Triangular  Merger  Between  Environmental
             Technologies,  Inc.,  Parr  Sub  One,  Inc.  and  Christie-Peterson
             Development dated December 29, 2003

2.2**        Agreement of Merger between Christie-Petersen  Development and Parr
             Sub One, Inc. filed December 30, 2003

2.3**        Plan and  Agreement  of  Triangular  Merger  Between  Environmental
             Technologies, Inc., Parr Sub Two, Inc. and Advanced Fuel Filtration
             Systems, Inc. dated December 29, 2003

2.4**        Agreement of Merger between Advanced Fuel Filtration, Inc. and Parr
             Sub Two, Inc. filed December 30, 2003

2.5**        Plan and  Agreement  of  Triangular  Merger  Between  Environmental
             Technologies, Inc., Parr Sub Three, Inc. and H.B. Covey, Inc. dated
             December 29, 2003

                                       3
<PAGE>

2.6**        Agreement of Merger  between H.B.  Covey,  Inc. and Parr Sub Three,
             Inc. filed December 30, 2003

3.1.1**      Articles of  Incorporation of Cyber Public  Relations,  Inc., filed
             June 18, 1998

3.1.2**      Amended and  Restated  Articles of  Incorporation  of Cyber  Public
             Relations,  Inc.,  changing the name of the  corporation  to Entech
             Environmental Technologies, Inc., filed March 22, 2004

3.1.3**      Articles of  Incorporation  of Point 2 Point Services,  Inc., filed
             April 5, 2001

3.1.4**      Certificate  of Amendment to Articles of  Incorporation  of Point 2
             Point Services,  Inc., changing the name of the corporation to Parr
             Development, Inc., filed December 31, 2002

3.1.5**      Amended and Restated Articles of Incorporation of Parr Development,
             Inc.,  changing  the  name  of  the  corporation  to  Environmental
             Technologies, Inc., filed November 25, 2003

3.1.6**      Articles of  Incorporation of Parr Sub One, Inc. filed December 19,
             2003

3.1.7**      Articles of  Incorporation of Parr Sub Two, Inc. filed December 19,
             2003

3.1.8**      Articles of  Incorporation  of Parr Sub Three,  Inc. filed December
             19, 2003

3.1.9**      Articles of Incorporation of  Christie-Petersen  Development  filed
             September 15, 1995

3.1.10**     Articles of Incorporation of YLD/Clean Fuels,  Inc. filed September
             18, 1995

3.1.11**     Certificate of Amendment of Articles of  Incorporation of YLD/Clean
             Fuels, Inc.,  changing the name of the corporation to Advanced Fuel
             Filtration, Inc., filed September 27, 1997

3.1.12**     Articles of Incorporation of H.B. Covey, Inc., filed March 19, 1971

3.2.1**      Bylaws of Cyber Public Relations, Inc., adopted July 5, 1998

3.2.2**      Amended Bylaws of Cyber Public Relations, Inc. adopted February 16,
             2004

3.2.3**      Amended and Restated Bylaws of Entech  Environmental  Technologies,
             Inc., adopted April 28, 2004

3.2.4**      Bylaws of Point 2 Point Services, Inc

3.2.5**      Bylaws of Parr Sub One, Inc. , adopted December 29, 2003

3.2.6**      Bylaws of Parr Sub Two, Inc., adopted December 29, 2003

3.2.7**      Bylaws of Parr Sub Three, Inc., adopted December 29, 2003

3.2.8**      Bylaws of Christie-Petersen Development, adopted September 22, 1995

3.2.9**      Bylaws of YLD/Clean Fuels, Inc. dated October 6, 1995

3.2.10**     Bylaws of Entech Environmental Technologies,  Inc. adopted February
             4, 2004

3.2.11**     Restated Bylaws of H.B. Covey, Inc. adopted April 1, 1999

3.3.1**      Charter of the Audit  Committee  of the Board of Directors of Cyber
             Public Relations, Inc., adopted January 29, 2004

3.3.2**      Charter of the Compensation  Committee of the Board of Directors of
             Cyber Public Relations, Inc., adopted January 29, 2004

4.1**        Registration  Rights Agreement with Barron  Partners,  LP regarding
             registration of shares, dated January 23, 2004

4.2**        Registration   Rights  Agreement  with  Wood  Capital   Associates,
             regarding registration of shares, dated January 23, 2004

                                       4
<PAGE>

4.3**        Registration  Rights Agreement with Patricia L. Fiorese,  regarding
             registration of shares, dated January 23, 2004

4.4**        Registration   Rights  Agreement  with  Vance  Luedtke,   regarding
             registration of shares, dated January 23, 2004

4.5**        Registration  Rights  Agreement  with  Diane  C.  Burge,  regarding
             registration of shares, dated January 23, 2004

4.6**        Registration   Rights  Agreement  with  Clayton  Chase,   regarding
             registration of shares, dated January 23, 2004

4.7**        Registration Rights Agreement with James W. Moldermaker,  regarding
             registration of shares, dated January 23, 2004

4.8**        Registration  Rights  Agreement  with  J.  Kevin  Wood,   regarding
             registration of shares, dated January 23, 2004

4.9**        Registration  Rights  Agreement  with  Thomas  Sheridan,  regarding
             registration of shares, dated January 23, 2004

4.10**       Registration  Rights Agreement with San Diego Torrey Hills Capital,
             regarding registration of shares, dated January 23, 2004

4.11**       Registration  Rights  Agreement  with Norman E.  Clarke,  regarding
             registration of shares, dated January 23, 2004

4.12**       Registration  Rights  Agreement  with  Steven R.  Green,  regarding
             registration of shares, dated January 23, 2004

4.13         2006 Stock Option Plan*



5.1*         Opinion of counsel


10.1**       Robert K. Christie Employment Agreement, dated December 15, 2003

10.2**       Steven D. Rosenthal Employment Agreement, dated December 15, 2003

10.3**       Douglas L. Parker Employment Agreement, dated December 15, 2003

10.4**       James R. Christ Employment Agreement, dated December 31, 2003

10.5**       Stock Pledge Agreement between Robert K. Christie and Environmental
             Technologies, Inc. dated December 29, 2003

10.6**       Stock Purchase Escrow Agreement between Barron Partners,  LP, Cyber
             Public Relations,  Inc. and Harbour,  Smith, Harris &Merritt,  P.C.
             dated January 21, 2004

10.7**       Capital Stock  Exchange  Agreement  between the  Registrant and the
             Stockholders of Environmental Technologies, Inc., dated January 21,
             2004

10.8**       Stock Purchase Agreement between Environmental  Technologies,  Inc.
             and Barron Partners, LP dated January 14, 2004

10.9**       Amendment  to  Stock  Purchase   Agreement  between   Environmental
             Technologies, Inc. and Barron Partners, LP dated January 21, 2004

10.10**      Lease Agreement, effective October 1, 1999


10.11**      Lease Agreement, effective September 1, 2001

10.12**      Lease Agreement, effective November 15, 2002

10.13**      Amendment No. 2 to Lease, effective July 31, 2003

10.14**      First Amendment to Lease, effective September 3, 2003

10.15**      Cyber Public  Relations,  Inc. A Warrant for the Purchase of Common
             Stock

10.16**      Cyber Public  Relations,  Inc. B Warrant for the Purchase of Common
             Stock

10.17**      Cyber Public  Relations,  Inc. C Warrant for the Purchase of Common
             Stock

                                       5
<PAGE>

10.18**      Cyber Public  Relations,  Inc. D Warrant for the Purchase of Common
             Stock

10.19**      Cyber Public  Relations,  Inc. E Warrant for the Purchase of Common
             Stock

10.20**      Cyber  Public  Relations,  Inc.  Warrant for the Purchase of Common
             Stock, Wood Capital Associates

10.21**      Cyber  Public  Relations,  Inc.  Warrant for the Purchase of Common
             Stock, Patricia L. Fiorese

10.22**      Cyber  Public  Relations,  Inc.  Warrant for the Purchase of Common
             Stock, Vance Luedtke

10.23**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, Diane C. Burge

10.24**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, Clayton Chase

10.25**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, James W. Moldermaker

10.26**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, J. Kevin Wood

10.27**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, Thomas Sheridan

10.28**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, San Diego Torrey Hills Capital

10.29**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, Norman E. Clarke

10.30**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock, Steven R. Green

10.31**      Settlement Agreement with Norman T. Reynolds, Esq., dated September
             23, 2004

10.32**      Settlement Agreement with Stonegate Securities, dated September 21,
             2004

10.33**      Settlement Agreement with Russell Bedford Stefanou Mirchandani LLP,
             dated September 21, 2004

10.34**      Settlement  Agreement with Birch Advisors Ltd. dated  September 30,
             2004

10.35**      Settlement Agreement with Gerald Foster dated September 30, 2004

10.36**      Secured Convertible Note between Entech Environmental Technologies,
             Inc. and Barron Partners, L.P. dated September 30, 2004

10.37**      Cyber  Public  Relations,  Inc.  Warrant for the Purchase of Common
             Stock, Barron Partners, L.P.

10.38**      Note Purchase Agreement between  Environmental  Technologies,  Inc.
             and Barron Partners, LP dated September 30, 2004


10.39**      Registration  Rights Agreement with Barron  Partners,  LP regarding
             registration of shares, dated September 30, 2004

10.40**      Entech Environmental Technologies, Inc. Warrant for the Purchase of
             Common Stock for Barron Partners, LP

10.41**      Escrow Agreement between Entech Environmental  Technologies,  Inc.,
             Robert K. Christie and Norman T. Reynolds dated September 29, 2004

10.42**      Warrant  Cancellation  from Barron Partners,  L. P. dated September
             30, 2004

                                       6
<PAGE>

10.43**      Settlement  Agreement  with San Diego  Torrey Hills  Capital,  Inc.
             dated September 1, 2004

10.44**      Settlement  Agreement with Donald G. St. Clair, CPA dated September
             30, 2004

10.45**      Termination of Investment Banking Agreement dated September 1, 2004


21*          Subsidiaries of the Small Business Issuer.


23.1*        Consent of Independent Auditors


23.2*        Consent of Counsel (included in Exhibit 5.1)

** previously filed.
*filed herewith


ITEM 28. Undertakings.

The undersigned registrant hereby undertakes:  The undersigned registrant hereby
undertakes:

1. To file,  during  any  period  in  which it  offers  or sells  securities,  a
post-effective amendment to this registration statement to:

      (a) include any prospectus  required by Section 10(a)(3) of the Securities
Act of 1933;
      (b) reflect in the prospectus any facts or events which,  individually  or
together,  represent a fundamental  change in the  information set forth in this
registration  statement;  and  notwithstanding  the  forgoing,  any  increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the commission  pursuant to Rule
424(b) if, in the  aggregate,  the changes in the volume and price  represent no
more than a 20% change in the maximum aggregate  offering price set forth in the
"Calculation of Registration Fee" table in the effective registration Statement;
and
      (c) include any additional or changed material  information on the plan of
distribution.

2. That, for the purpose of determining  any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.

4. That, for determining our liability under the Securities Act to any purchaser
in the initial  distribution of the  securities,  we undertake that in a primary
offering of our securities pursuant to this registration  statement,  regardless
of the underwriting method used to sell the securities to the purchaser,  if the
securities  are  offered  or sold  to  such  purchaser  by  means  of any of the
following  communications,  we will be a  seller  to the  purchaser  and will be
considered to offer or sell such securities to such purchaser:

      (i) any preliminary  prospectus or prospectus that we file relating to the
offering  required  to be filed  pursuant to Rule 424  (Section  230.424 of this
chapter);

     (ii) any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;

    (iii) the  portion  of any other free  writing  prospectus  relating  to the
offering containing material  information about us or our securities provided by
or on behalf of us; and


    (iv) any other  communication that is an offer in the offering made by us to
the purchaser.

                                       7
<PAGE>

Each  prospectus  filed  pursuant  to Rule  424(b)  as  part  of a  registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than  prospectuses  filed in reliance on Rule 430A,  shall be
deemed to be part of and included in the  registration  statement as of the date
it is first used after effectiveness.  Provided, however, that no statement made
in a  registration  statement  or  prospectus  that is part of the  registration
statement or made in a document incorporated or deemed incorporated by reference
into the  registration  statement or prospectus that is part of the registration
statement  will, as to a purchaser with a time of contract of sale prior to such
first use,  supersede or modify any statement that was made in the  registration
statement or prospectus that was part of the  registration  statement or made in
any such document immediately prior to such date of first use.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
provisions above, or otherwise,  we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities,  other
than the  payment by us of expenses  incurred  or paid by one of our  directors,
officers,  or controlling  persons in the successful defense of any action, suit
or  proceeding,  is asserted by one of our directors,  officers,  or controlling
person sin connection with the securities being  registered,  we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.




                                       8
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Act, the Company  certifies that it has
reasonable grounds to believe that it meets all of the requirement for filing on
Form SB-2 and has duly caused this  Registration  Statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in the State of Florida on
June 7, 2006

--------------------------------------------------------------------------------
                                         ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


                                         BY: /S/ Burr D. Northrup
                                         ----------------------------
                                         Chief Executive Officer
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                         ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


                                         BY: /S/ R.B. Lassetter
                                         ----------------------------
                                         Principal Accounting Officer
--------------------------------------------------------------------------------


                                POWER OF ATTORNEY
We, the undersigned director and officer of Entech  Environmental  Technologies,
Inc., do hereby  constitute  and appoint Burr D.  Northrop,  our true and lawful
attorney and agent,  to do any and all acts and things in our name and behalf in
our capacities as directors and officers, and to execute any and all instruments
for us an d in our names in the capacities  indicated below, which said attorney
and agent may deem  necessary or advisable to enable said  corporation to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration Statement,  including specifically,  but without limitation,  power
and  authority  to sign for us or any of us in our names  and in the  capacities
indicated below, any and all amendments  (including  post-effective  amendments)
hereof; and we do hereby ratify and confirm all that the said attorney and agent
shall do or cause to be done by virtue hereof.

By: /s/ Burr D. Northrup
   --------------------------------------------
   Name: Burr D. Northrup
   Title: Chief Executive Officer and President

      In accordance  with the  requirements  of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:


--------------------------------------------------------------------------------
   Signature                            Title                          Date

--------------------------------------------------------------------------------



/s/ Burr D. Northup
----------------------      Chief Executive Officer and Director   June 7, 2006
                               Principle Executive Officers


--------------------------------------------------------------------------------


/s/ R.B. Lassetter
----------------------      Chief Financial Officer and Director   June 7, 2006
                               Principle Accounting Officers





                                       9
<PAGE>



                                  Exhibit Index

Exhibit Number                          Description
--------------                          -----------

4.13             2006 Stock Option Plan

5.1              Legal  opinion of Joseph I. Emas,  Attorney At Law with consent
                 to use

23.1*            Consent of Independent Auditors







                                       10
</TEXT>
</DOCUMENT>
