SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                   FORM 10-KSB
(Mark One)

[_]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED ___________.

[X]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  or  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934  FOR  THE TRANSITION PERIOD FROM JANUARY 1, 2004 TO
     SEPTEMBER  30,  2004.

                          COMMISSION FILE NO.  0-32249

                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)


               FLORIDA                                 98-0222013
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

   3233 GRAND AVENUE, SUITE N-353                      91709-1489
      CHINO HILLS, CALIFORNIA
(Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (866) 815-3951

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:  COMMON STOCK,
                                                                PAR VALUE $0.001
                                                                PER SHARE
                                                                (Title of class)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months (or such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.  Yes [X]   No [_]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [_]

     State  issuer's  revenues  for  its  most  recent fiscal year:  $1,703,148.

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was last sold, or the average bid and asked price of such common equity,
as  of  February  22,  2005:  $716,013.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of  February  22,  2005:  27,231,658.

     Documents  incorporated  by  reference:  None.

     Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                                TABLE OF CONTENTS


<S>       <C>                                                                                                 <C>
Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Item 2.   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . . .  17
Item 5.   Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . .  17
Item 6.   Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . . . . . . . . .  21
Item 7.   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . .  25
Item 8A.  Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the
          Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
           . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
Item 12.  Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .  28
Item 13.  Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
Item 14.  Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
</TABLE>


                                        *


                                        2
<PAGE>
                                     PART I

ITEM 1.   BUSINESS.

COMPANY OVERVIEW

     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  change  of our business.  We provide a
variety  of  services  to  customers  ranging  from large corporations to retail
consumers,  through 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.

     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. See "Business - New Financing."

     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:

-    H.B.  Covey,  Inc., a California corporation incorporated in 1971 but which
     has  been  in  business  since 1948, (herein sometimes referred to as "H.B.
     Covey"),  a  fueling  station  diagnostic  and  maintenance  company  with
     petroleum  construction  experience  in  building  and  maintaining service
     stations,  through  which  we  conduct  all  of  our  current  operations;

-    Christie-Peterson  Development,  a  California  corporation incorporated in
     1995  (herein  sometimes referred to as "Christie-Peterson"), 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

-    Advanced  Fuel  Filtration  Services,  Inc.,  a  California  corporation
     incorporated  in  1995 (herein sometimes 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,  with  no  business  activities.  As  of  the  date of this report,
Advanced  Petroleum  Transport,  Inc.  has  conducted  no  operations.


                                        1
<PAGE>
     The  mechanics  of  the  combination  of  the component companies of Entech
initially  occurred  with  the  reverse  triangular  mergers  between  each  of
Christie-Peterson,  H.B. Covey and AFFS with three subsidiaries of Environmental
Technologies.  In  each  case, the stockholders of Christie-Peterson, H.B. Covey
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, H.B. Covey, AFFS, and
Advanced  Petroleum  Transport,  Inc.

GENERAL

     H.B.  Covey,  Inc.  Our H.B. Covey subsidiary is a 57 year old construction
and  maintenance  company  that  specializes  in  construction  and  maintenance
services  to  the  retail  petroleum  industry, commercial and industrial users,
municipal  organizations, and in support of major equipment manufacturers.  H.B.
Covey  has  recently  expanded  its scope of services to include installation of
major  household  appliances  for  major  retailers.

     H.B.  Covey  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,  H.B.  Covey has
targeted  select  opportunities  within  these  sectors  that support the core
competencies  of  its  work  force.  Examples  of  these  skill  sets  include:

-    Complete  fuel  system  installations  and  upgrades;

-    Installation  of  monitoring  and  point  of  sale  equipment;

-    Alternative  fueling  systems  including  CNG  and  LNG;

-    Installation  and  removal  of  hoists, clarifiers, and underground storage
     tanks;

-    Installation  of  soil  and  groundwater  remediation  equipment;

-    Complete  maintenance  and  support  of all major equipment and electronics
     supported  by  a  24  hour  per  day  maintenance  dispatch  center;  and

-    Installation  of  major  household appliances including; hot water heaters,
     water  softeners,  garbage  disposals,  garage  door  openers,  etc.

     Client  Base.  H.B.  Covey  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.

     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


                                        2
<PAGE>
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. H.B. Covey
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
H.B.  Covey  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. 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 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  H.B.  Covey numerous opportunities to service
customers  in  all  categories.

H.B.  Covey  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  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  50 percent to 60 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.


                                        3
<PAGE>
     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.
H.B.  Covey  continues to train its employees and study regulations to provide a
value  added  approach  in  its  sales  effort.

     H.B. Covey 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.

     Specific  and  immediate  opportunities.  Currently,  H.B.  Covey's  signed
contract  backlog  is  approximately  $2.1 million and consists of predominantly
Category  II,  III,  and  VI  customers. H.B. Covey will continue to exploit the
upgrade  needs of current customers. We will launch a sales campaign designed to
make these customers aware of our expanded capabilities. Strategic relationships
are in place with testing companies and environmental consultants. As H.B. Covey
reemerges  as  a  full  service  construction  and  maintenance company, we will
continue  to  pursue  work  (in  all categories) that meet or exceed our minimal
contribution  margin  threshold.

     As  we  become  financially stable, increase our bonding capacity, and gain
depth  and breadth in expertise, more emphasis will be placed on securing larger
($1  million  to  $2  million)  projects  in  the  expanding  alternative  fuels
marketplace.  H.B.  Covey  has  successfully  completed  CNG  installations  for
various  municipalities  and  will attempt to leverage the experience to win new
contracts.

     Our  maintenance  group  will  concentrate  on expanding market share.  The
group  has  been  severely handicapped by the current capitalization challenges.
Critical  inventory  has been depleted and has led to inefficiency.  The obvious
turmoil  within  Entech has created a "wait and see" attitude with our suppliers
and  some  of our newer customers.  Our success depends on consistent, reliable,
service  bench  marked  by a high ratio of "first time fixes."  Once stabilized,
the  group  will  resume  the  original  business plan which includes geographic
expansion.

KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
our  president,  Burr  D.  Northrop.  Mr.  Northrop  has  played a major role in
developing  and executing our business strategy.  The loss of Mr. Northrop could
have  an  adverse  effect  on  our  business  and  our  chances  for  profitable
operations.  While  we  intend  to  employ  additional  management and marketing
personnel  in  order  to  minimize  the critical dependency upon any one person,
there can be no assurance that we will be successful in attracting and retaining
the  persons  needed.  If  we  do  not  succeed  in retaining and motivating our
current  employees and attracting new high quality employees, our business could
be  adversely affected.  We do not maintain key man life insurance on any of our
management.

OUR  FINANCIAL  RESULTS  MAY  BE  AFFECTED  BY  FACTORS  OUTSIDE  OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which are outside our control.  Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues and may vary from our projections.  We may be unable to adjust spending
rapidly  enough  to  compensate  for  any  unexpected  revenues  shortfall.
Accordingly,  any  significant  shortfall in revenues in relation to our planned
expenditures  would materially adversely affect our business, operating results,
and  financial  condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are  not  necessarily  a  meaningful  indication  of  future  performance.


                                        4
<PAGE>
CORPORATE  OFFICES

     The mailing address of our principal executive office is 3233 Grand Avenue,
Suite  N-353,  Chino Hills, California 91709 and our telephone and fax number is
(866) 815-3951. Our e-mail address is entech@onebox.com. Our operational offices
                                      -----------------
are located in Pomona, California.

RECENT  EVENTS

     New  Business  Opportunities.  There  have been some recent developments in
our  business  which  are  expected  to  enhance H.B. Covey's operations.  These
developments  include:

-    The  execution  of a 10 year extension of our BP/ARCO maintenance contract.

-    A  new  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. The
     contract is expected to produce $1.5 to $2 million in yearly revenue with a
     potential of $8 to $11 million. The recent merger of K-Mart and Sears could
     provide  additional  opportunity  for  H.B.  Covey.

-    A  new  contract  with  Gilbarco  to  support  Shell.

-    $2.1  million  of  new  petroleum  construction  contracts.

-    Two  staff  persons  have  been  trained as approved designated underground
     storage  tank operators which will allow us to offer inspection services to
     tank  operators  monthly  as  required  by  new  legislation.

     Environ  Combination.  Beginning  in  February  of  2004,  we  and  Environ
Holdings,  Inc.,  a  Pennsylvania  corporation,  and  Michael  C.  Webb  began
discussions  of  a  possible  combination  our  two  companies.  The transaction
anticipated completing the raising of $12,000,000 by the end of July 2004.  As a
part  of the proposed combination, we planned to reduce and restructure costs at
a  later  date.  However,  all parties were unable to come to mutually agreeable
terms  and  the  deal  collapsed  on  July  23,  2004.

     Shortly  after the termination of the proposed combination with Environ, we
began  to  reduce  our  staff,  cut  management  pay  and shuttered marginal and
unprofitable  businesses.  Hampered  by  insufficient  cash  flow  and unable to
adequately  fund  contracts,  we  ultimately  closed  down  Christie-Peterson
Development  and  Advanced Fuel Filtration Services, Inc. in September 2004.  On
August  26, 2004, we moved our offices from the CPI premises to our Chino Hills,
California  address.  Our  remaining  operations  consist  of H.B. Covey and our
corporate  parent,  Entech  Environmental  Technologies,  Inc.

DISCONTINUED  OPERATIONS

     On September 30, 2004, we placed Christie-Peterson Development and Advanced
Fuel  Filtration  Services,  Inc.,  two  of  our wholly-owned subsidiaries, into
Chapter  7  bankruptcy.  Through  Christie-Peterson,  we  were  a  provider  of
construction, repair, and maintenance services for petroleum service stations in
California,  Nevada,  and  Arizona.  As  such,  we offered complete planning and
construction  services  for fueling stations including gas stations, convenience
stores, fast food restaurants, retail shopping centers, and truck stops, as well
as  comprehensive  remodeling  and  re-imaging  services.  In  addition,
Christie-Peterson  also  installed  and  maintained attached underground storage
tanks  for  service stations, and performed gasoline and petroleum tank removal,
precision  tank  and  line  testing, and necessary ongoing maintenance on tanks,
lines,  and  pumps  at  fueling  stations.  We  have elected not to continue the
previous  operations  of  Christie-Peterson.

     Advanced  Fuel  Filtration  Services  was  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.  We have elected not to continue the previous operations of
AFFS.


                                        5
<PAGE>
SETTLEMENTS

     In  connection  with  the discontinuation of our activities associated with
Christie-Peterson  Development  and  Advanced Fuel Filtration Services, Inc., we
settled  various  obligations  and  terminated  others.

     In  August  and  September 2004, we settled obligations with certain of our
officers  and  employees by converting debt owed by us in exchange for shares of
our  common  stock  as  shown  on  the  below-described  table:

<TABLE>
<CAPTION>
     NAME                AMOUNT OF DEBT   NUMBER OF SHARES ISSUED
<S>                      <C>              <C>
     Douglas L. Parker   $    513,265.00          513,265
     James R. Christ           43,750.00           43,750
     Burr D. Northrop         783,524.33          783,524
     Bret Covey               413,333.33          413,333
     Robert K. Christie       333,333.33          333,333
     Barbara Tainter           47,500.00           47,500
     Donald St. Clair          17,500.00           33,869
                         ---------------        ---------
     Total               $  2,152,205.99        2,168,574
                         ===============        =========
</TABLE>

     As part of the same settlement, we and Mr. Christie agreed that an existing
put  and  call  with respect to 2,500,000 shares of our common stock held by Mr.
Christie  as  a result of our acquisition of Christie-Peterson Development would
terminate.  Mr.  Christie  also agreed to pay a certain promissory note executed
by  us  with  respect  to  a  Cadillac  Escalade having a then unpaid balance of
$23,531  in  favor  of  General  Motors  Acceptance  Corporation.

     On  September  29,  2004, we and Mr. Christie executed an Escrow Agreement,
whereby  Mr. Christie agreed to place into escrow 2,500,000 shares of his common
stock  until  December 31, 2004 or until such time as our board of directors has
deemed  in  their  sole discretion and good faith judgment that Mr. Christie has
cooperated  fully  with  us  in  the proceedings to liquidate all aspects of the
business  and  operations  of  Christie-Petersen  Development,  whichever is the
later.  As  of  the  date of this report, Mr. Christie has been cooperating with
us, but his shares remain in escrow.  So long as Mr. Christie has fully complied
with  the  terms  of  the Escrow Agreement, Mr. Christie shall have the right to
vote  all  of  his  escrowed  shares.

     In  addition,  in  the settlement agreement described above, all employment
agreements between us and Messrs. Parker, Christ, Northrop, Covey, and Christie,
and  Ms.  Tainter  were  terminated. Moreover, as specified in the agreement, we
owed Mr. Covey the sum of $68,000 in equipment loans. Mr. Covey had the title to
the  equipment  subject  to  the  loans,  which  we  no longer used and which we
conveyed  to Mr. Covey, in exchange for the cancellation of the debt. Our former
chairman  and  chief  executive  officer,  Steven Rosenthal did not agree to the
termination of his employment agreement with us, and is claiming that we owe him
$737,714 under his contract. 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.

     In  consideration  for  the  settlement  agreement, Messrs. Parker, Christ,
Northrop,  Covey,  Christie, and Ms. Tainter released us from any and all causes
of action and claims whatsoever relating or pertaining to any event or agreement
before  the  date  of  the  agreement.

     As  part  of our restructuring, we also settled claims or offered to settle
with  other  creditors,  as  follows:

-    On September 1, 2004, we and San Diego Torrey Hills Capital, Inc. settled a
     claim  of  $200,000,  in exchange for a cash payment of $55,000 and 500,000
     shares  of  our  common  stock.  The  claim  arose as a result of a loan of
     $200,000  by  San  Diego Torrey Hills Capital for working capital purposes.
     The shares issued to San Diego Torrey Hills Capital were not registered and
     are  subject  to  restrictions on the transfer thereof. However, the shares
     are  subject  to  "piggyback"  registration  rights.

-    As of the date of this report, we have amended the terms of our two private
     placements  in January and June 2004, and have issued 976,252 shares of our
     common  stock  to  the  investors,  in  order  to  compensate  them


                                        6
<PAGE>
     for  the  diminution  of the value of their investment in our shares due to
     the  recent  events affecting us. The investors who accepted the additional
     shares released us from any and all causes of action and claims relating or
     pertaining  to  the  private  placement  or  the  subscription agreement in
     connection  therewith.

-    As  of  the date of this report, we are working on an agreement with Grover
     Moss,  an  investor,  to  settle  a  debt  to  Mr.  Moss  in  the amount of
     $398,737.50. As of the date hereof, no such agreement has been executed. If
     and  when  such  agreement  is executed, we will file an appropriate report
     with  the  SEC.

-    On  September 23, 2004, in consideration of a cash payment in the amount of
     $12,000  and  the  distribution  of  225,000  shares of our common stock to
     Norman  T.  Reynolds,  Esq.,  our  attorney, we agreed to settle a debt for
     legal services rendered through August 30, 2004. The shares to be issued to
     Mr. Reynolds will be registered under a registration statement on Form S-8.
     In addition, Mr. Reynolds has agreed going forward that we may pay him with
     shares  of  our common stock issued pursuant to a registration statement on
     Form  S-8,  to  the  extent  that his services are not deemed to be capital
     raising  in  nature.

-    On  September 21, 2004, in consideration of a cash payment in the amount of
     $7,500,  we settled a debt for expenses incurred by Stonegate Securities in
     connection  with  investment  banking  services rendered through August 30,
     2004.

-    On  September 21, 2004, in consideration of a cash payment in the amount of
     $27,125  to  Russell Bedford Stefanou Mirchandani LP, we settled a debt for
     accounting  services  rendered  through  August  30,  2004.

-    On  September  1,  2004,  in  consideration  of the distribution of 350,000
     shares  of  our  common  stock  to Windstone Capital, we settled a debt for
     investment  banking services rendered through September 1, 2004. The shares
     issued  to  Windstone  Capital  were  not  registered  and  are  subject to
     restrictions  on  the  transfer thereof. However, the shares are subject to
     "piggyback"  registration  rights.

-    On  September  30,  2004,  in  consideration of the distribution of 400,000
     shares  of  our common stock to Birch Advisors, Ltd., we settled a debt for
     investment  banking  services  rendered through August 30, 2004. The shares
     issued  to  Birch  Advisors,  Ltd.  were  not registered and are subject to
     restrictions  on  the  transfer  thereof.

-    On  September  30,  2004,  in  consideration  of the distribution of 72,000
     shares  of  our  common  stock  to  Gerald  Foster,  we  settled a debt for
     investment  banking  services  rendered through August 30, 2004. The shares
     issued to Mr. Foster were not registered and are subject to restrictions on
     the  transfer  thereof.

NEW  FINANCING

     On  September 30, 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.  We have
no  right  to  prepay the note.  The investor may convert the note at any time.
As  of  the  date  of

                                        7
<PAGE>
this  report,  Barron Partners LP has advanced the sum of $1,051,912 pursuant to
the  note  and  has beneficial ownership of 1,579,842 shares of our common stock
due  its  conversion  rights  in  connection  with  the  convertible  note.

     Certain  provisions  of  the  note  and  warrants  are  as  follows:

-    We  are  obligated  to  register  the shares of our common stock underlying
     conversion  of  the  note  pursuant  to  the  terms  and  conditions  of  a
     Registration  Rights  Agreement  dated  September  30,  2004.

-    The  holder  of  the  note  is  limited  in the conversion of the note on a
     conversion date so that the holder cannot acquire a number of shares of our
     common stock that would be in excess of the sum of (i) the number of shares
     of  our common stock beneficially owned by the holder and its affiliates on
     an  exercise  date,  and  (ii)  the  number  of  shares of our common stock
     issuable  upon  the  conversion  of  the  note  with  respect  to which the
     determination  of this limitation is being made on a conversion date, which
     would  result  in  beneficial ownership by the holder and its affiliates of
     more  than  4.99  percent  of the outstanding shares of our common stock on
     such  date.  Subject  to  the  foregoing,  the  holder  shall be limited to
     aggregate  conversions  which  would result in the issuance of no more than
     4.99  percent  of  the outstanding shares of our common stock on such date.
     The  restriction  described  in  this paragraph may be revoked upon 61 days
     prior  notice  from  the holder to us. The holder may allocate which of our
     equity  deemed  beneficially  owned  by the holder shall be included in the
     4.99  percent  amount  described  above and which shall be allocated to the
     excess  above  4.99  percent.

-    A holder of the warrant shall not be entitled to exercise the warrant on an
     exercise  date in connection with that number of shares of our common stock
     which  would  be  in  excess  of the sum of (i) the number of shares of our
     common  stock  beneficially  owned  by  a  holder  and its affiliates on an
     exercise  date,  and (ii) the number of shares of our common stock issuable
     upon the exercise of the warrant with respect to which the determination of
     this  limitation  is  being made on an exercise date, which would result in
     beneficial  ownership  by  a  holder  and  its affiliates of more than 4.99
     percent of the outstanding shares of our common stock on such date. For the
     purposes  of the immediately preceding sentence, beneficial ownership shall
     be  determined  in  accordance  with  Section 13(d) of the Exchange Act and
     Regulation  13d-3  thereunder. Subject to the foregoing, a holder shall not
     be  limited  to  aggregate  exercises which would result in the issuance of
     more  than 4.99 percent. The restriction described in this paragraph may be
     revoked  upon  61 days prior notice from a holder to Entech. The holder may
     allocate  which of our equity deemed beneficially owned by the holder shall
     be  included  in the 4.99 percent amount described above and which shall be
     allocated  to  the  excess  above  4.99  percent.

-    We  shall not, without the prior written consent of the holder, sell, lease
     or  grant  a security interest in, or otherwise dispose of or encumber, any
     equipment,  or  any  part  thereof.  Upon  any disposition of equipment, we
     shall,  unless  otherwise  agreed to by the holder, deliver all of the cash
     proceeds  to the holder or his designee, which proceeds shall be applied to
     payments  under  the note. Notwithstanding the foregoing, we shall have the
     right  to  trade  in  obsolete,  redundant  or  unnecessary  equipment  in
     connection  with  the purchase of any new equipment, provided that such new
     equipment  is  subject  to the holder's security interest free and clear of
     all  other  liens  and  encumbrances.

-    We  shall not at any time sell, assign, transfer, license or issue a permit
     to  use  any general intangible, or forfeit or allow to lapse any rights to
     any  general  intangible,  of  we  without the prior written consent of the
     holder.

-    If,  within  the 24 months following date of the note, we close on the sale
     of  a  note or notes, shares of our common stock, or shares of any class of
     preferred  stock at a price per share of common stock, or with a conversion
     right to acquire common stock at a price per share of common stock, that is
     less  than  the  conversion price as called for in the note we shall make a
     post-closing adjustment in the conversion price so that the effective price
     per  share  paid  by  the investor is reduced to the subsequent conversion
     price  as  applied  to  the  investor's  then  current  holdings.

-    There  were requirements that we appoint at least two independent directors
     and  majority of outside directors to the audit and compensation committees
     of  our  board  of directors. However, the investor has orally waived these
     requirements.  We  expect  to have a written executed waiver in the future.


                                        8
<PAGE>
-    For  a  period  of  three  years  from  the  closing  we will not issue any
     preferred  stock.

-    We  will  cause  to be cancelled all of our convertible debt other than the
     note.  For  a  period of three years from the closing we will not issue any
     convertible  debt  other  than  the  note.

-    We  will  cause  to  be cancelled any and all reset features related to any
     shares  outstanding  that  could  result in additional shares of our common
     stock  being  issued.  For a period of three years from the closing we will
     not  enter  into  any  transactions that have any reset features that could
     result  in  additional  shares  being  issued.

-    We  will  use  the  proceeds from the sale of the stock and note (excluding
     amounts paid by us for legal and administrative fees in connection with the
     sale  of  the  stock  and  note)  for  working  capital.

-    The  investor shall have the right to participate in any financing by us on
     a  pro  rata  basis  at  80  percent  of  the  offering  price.

-    The  earliest any of our "insiders" can start selling their shares shall be
     two  years  from the closing. Investors in the note shall not be considered
     as  "insiders."

-    Employment  and  consulting contracts with officers and directors shall for
     three  years not contain: (i) any bonuses not related directly to increases
     in  earnings  per  share;  (ii)  any  car  allowances  not  approved by the
     unanimous  vote  of  the  board  of  directors;  (iii) any anti-dilution or
     reverse  split  protection  provisions for shares, options or warrants; any
     deferred compensation; any unreasonable compensation or benefit clauses; or
     (iv)  any  termination  clauses  of  over  one  year  of  salary.

-    We will give the investor 90 days notice before entering into a transaction
     to  merge  or  sell  a  controlling  interest  in  Entech.

-    In  the  event of a sale or merger of substantially all of Entech, the 4.99
     percent  restriction  in  the  note and in the warrants will immediately be
     released  and  the  investor  will  have  the right to exercise the options
     concurrent  with  the  sale.

-    The  investor's  trading  activities  with  respect to shares of our common
     stock  will  be  in  compliance  with  all  applicable  state  and  federal
     securities  laws,  rules  and  regulations and rules and regulations of any
     public  market  on  which  our  common  stock  is  listed.

-    The investor acknowledged that (i) the note, warrants and shares underlying
     the  note and warrants have not been registered under the provisions of the
     Securities  Act  of 1933, as amended (the "Securities Act"), and may not be
     transferred  unless  (a)  subsequently  registered  thereunder,  or (b) the
     investor  shall  have  delivered  to  us  an opinion of counsel, reasonably
     satisfactory  in  form,  scope  and substance to us, to the effect that the
     note,  warrants  and  shares underlying the note and warrants to be sold or
     transferred  may  be sold or transferred pursuant to an exemption from such
     registration; and (ii) any sale of the note, warrants and shares underlying
     the  note  and  warrants made in reliance on Rule 144 promulgated under the
     Securities  Act may be made only in accordance with the terms of said rule.

     Termination of Warrants.  On September 30, 2004, in connection with the new
financing  described  above,  Barron  Partners  LP  returned  and  cancelled the
warrants  it  held  for  the  purchase  of 7,150,000 shares of our common stock.


                                        9
<PAGE>
CHANGES  IN  MANAGEMENT

     Steven D. Rosenthal resigned as an officer and director on August 11, 2004.
Robert K. Christie resigned as an officer and director on August 13, 2004.  Bret
Covey  resigned as an officer and director on August 13, 2004.  In addition, Ned
Link  resigned  as  a director on July 29, 2004, and Barbara Tainter resigned as
chief  financial officer on July 1, 2004.  On August 16, 2004, William F. Greene
resigned  as  an  officer.  The  resignations did not result from a disagreement
with  us  on  any  matter  relating  to  our  operations, policies or practices.

     On  August  4,  2004,  Burr  D.  Northrop  and  Douglas  F.  Parker  became
co-presidents and remained on our board. On September 28, 2004, Terence F. Leong
was  elected  to  our  board of directors. On September 28, 2004, Mr. Parker was
removed as an officer and Mr. Northrop became president. Mr. Parker has remained
on  our  board  of  directors.  The  removal of Mr. Parker as an officer did not
result from a disagreement on any matter relating to our operations, policies or
practices.  On  September 28, 2004, Mr. Northrop was elected our chief financial
officer.

EMPLOYEES

     We  currently employ 12 petroleum service technicians, 17 consumer services
technicians,  six  construction personnel, and five other 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.

RISK FACTORS

NEED FOR ONGOING FINANCING.

     We  have  relied mostly on advances and the sale of our common stock to one
of  our significant stockholders, Barron Partners LP to provide the cash we need
for  operations.  There is no assurance the stockholder will continue to provide
sufficient  funds  for us to successfully continue our operations. Therefore, we
will  need  additional  capital  to continue our operations and will endeavor to
raise  funds  through  the  sale  of equity shares and revenues from operations.

     There can be no assurance that we will generate revenues from operations or
obtain sufficient capital on acceptable terms, if at all. Failure to obtain such
capital  or generate such operating revenues would have an adverse impact on our
financial  position and results of operations and ability to continue as a going
concern.  Our operating and capital requirements during the next fiscal year and
thereafter  will vary based on a number of factors, including the level of sales
and  marketing  activities  for  our  services  and  products.  There  can be no
assurance  that  additional private or public financing including debt or equity
financing,  will be available as needed, or, if available, on terms favorable to
us.  Any  additional  equity  financing may be dilutive to stockholders and such
additional equity securities may have rights, preferences or privileges that are
senior  to  those  of  our  existing  common  stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.

     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a dilution in their ownership.  In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.

RISKS RELATED TO OUR NEW FINANCING.

     Because Barron Partners LP advanced funds to us pursuant to the convertible
note,  Barron  Partners  has  a  first  lien and security interest on all of our
assets  and  those  of  our  subsidiaries,  as  described  more fully in "Recent

                                       10
<PAGE>
Events,  New  Financing,"  supra.  If  we  were to default on our obligations to
Barron  Partners,  we  would  be subject to the possibility of a foreclosure and
loss  of  the subject assets. In addition, there are limits as to what we can do
in  obtaining  new  financing.  See,  "Recent  Events,  New  Financing,"  supra.

BUSINESS CONCENTRATION.

     During  the 12 months ended September 30, 2004, we recognized approximately
40  percent  of our revenue from continuing operations from BP/Arco, Conoco, and
Jayco.  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.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS, RISKS AND UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures, price competition or pricing changes in the
industry,  technical  difficulties  or  system  downtime,  general  economic
conditions,  and  economic  conditions  specific  to our industry. Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at  our early stage of development, occurrences such as accounting treatment can
have  a  material  impact  on  the results for any quarter. Due to the foregoing
factors,  among  others, it is likely that our operating results will fall below
our  expectations  or  those  of  investors  in  some  future  quarter.

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


                                       11
<PAGE>
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.

WE PAY NO DIVIDENDS.

     We  have  never  declared  nor paid cash dividends on our capital stock. We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising  requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

RISKS RELATING TO OUR BUSINESS

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.  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 A HISTORY OF LOSSES AND A LARGE ACCUMULATED DEFICIT
AND  WE  EXPECT  FUTURE  LOSSES  THAT  MAY  CAUSE  OUR  STOCK  PRICE TO DECLINE.

     Our  operating  entity,  H.B. Covey, Inc., was dormant from October 1, 2001
until June 2003 when H.B. Covey took control of certain assets it had previously
conveyed  to an outside entity.  From the period June 14, 2003 through September
30,  2003,  H.B.  Covey generated sales of $1,310,652 and net income of $89,503.


                                       12
<PAGE>
     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.  Also,  the  current economic
weakness may limit our ability to develop and ultimately market our products and
services.  Any  of  these  factors  could  cause  our stock price to decline and
result  in  you  losing  a  portion  or  all  of  your  investment.

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.

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.


                                       13
<PAGE>
     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.

RISKS RELATING TO OUR STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses  caused  by  the  failure of
Christie-Development  and  AFFS,  we need to secure adequate funding.  If we are
unable  to  obtain  adequate funding, we may not be able to successfully develop
and market our products and services and our business will most likely fail.  We
do  not  have  commitments  for  additional  financing.  To  secure  additional
financing, we may need to borrow money or sell more securities, which may reduce
the  value  of our outstanding securities.  Under these circumstances, we may be
unable  to  secure  additional  financing  on  favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so.  During 2003 and 2004, our common stock was sold
and  purchased  at prices that ranged from a high of $3.00 to a low of $0.01 per
share.  The  inability  to  sell  your  shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.

     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;

-    Changes  in  market  valuations  of  similar  companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.


                                       14
<PAGE>
     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both increased and decreased.  The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading  price  of  our  common  stock  might  be  in  the  future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

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 WARRANTS MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares  upon  the  exercise  of  warrants  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.

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 Entech, 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.  Recently, since we were delinquent in
the  filing of our Exchange Act reports, an "E" was placed on our trading symbol
and  our  shares  were  available  only  for  quotation  on  the  "pink sheets."
Typically,  shares  quoted  on  the "pink sheets" do not trade as well as shares
quoted  on  the  OTC  Bulletin  Board.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that  the


                                       15
<PAGE>
current  bid  and  ask  price  of common stock is less than $5.00 per share, our
shares  are  classified  as  "penny  stock" under the rules of the SEC.  For any
transaction  involving  a  penny  stock,  unless  exempt,  the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and

-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
     the  broker  or  dealer  must:

-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

ITEM 2.   DESCRIPTION OF PROPERTY.

     We  lease  our  office  in  Pomona,  California at a monthly rental rate of
$1,400.  The  lease  is month to month.  In addition, we lease 8,000 square feet
of warehouse space in Chino, California from Burr D. Northrop, our president, at
a  monthly  rental  of  $4,500.  The lease was executed on September 1, 2003 and
expires on October 31, 2006, with an option to renew for an additional 60 months
at $6,000 per month.  We believe that all of our 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.

ITEM 3.   LEGAL PROCEEDINGS.

     Entech  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, several of which have been settled as of
the  date  of  this  report, are in their very early 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.


                                       16
<PAGE>
     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:

GRW  Equipment,  Inc  filed complaint against the Company and its formerly owned
subsidiary,  CPI  Development, Inc. in San Bernardino County Superior 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.

Northwest  Pump  &  Equipment  Co.  filed  complaint against the Company and its
formerly  owned  subsidiary,  CPI Development, Inc. in San Diego County Superior
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.

Commercial  Petroleum  Equipment  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. The Company believes that it
has  meritorious  defenses  to  the plaintiff's claims and intends to vigorously
defend  itself  against  the  Plaintiff's  claims.

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. The Company believes that it
has  meritorious  defenses  to  the plaintiff's claims and intends to vigorously
defend  itself  against  the  Plaintiff's  claims.

Sanborn  &  Sine  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.  The  Company  believes that it has
meritorious  defenses to the plaintiff's claims and intends to vigorously defend
itself  against  the  Plaintiff's  claims.

West  Coast  Sand  &  Gravel,  Inc  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. The Company believes that it
has  meritorious  defenses  to  the plaintiff's claims and intends to vigorously
defend  itself  against  the  Plaintiff's  claims.

     Steven Rosenthal, our former chairman, has claimed that we owe him $737,714
under his employment contract. We dispute any such claim. As of the date of this
report,  no  lawsuit  has  been filed by Mr. Rosenthal. If one is filed, we will
assert  a  vigorous  defense.

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.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our  common  stock  is  quoted  on  the OTC Bulletin Board under the symbol
"EEVT.OB."  However,  due  to  the failure to file on a timely basis this report
and  our quarterly report for the fiscal quarter ending on December 31, 2004, we
have  had  an  "E"  affixed to our symbol, which is currently "EEVTE.OB."  Until
such  time as the "E" is removed from our symbol, our shares will continue to be
quoted  for  sale  on  the  "pink  sheets."  Once  we  become compliant with our
reporting  obligations under the Exchange Act, we will again be able to have our
shares  quoted  on  the OTC Bulletin Board.  If we fail to stay current with our
required  filings  under the Exchange Act, our shares will only be quoted on the
"pink  sheets."


                                       17
<PAGE>
     The  below  quotations  reflect  inter-dealer  prices,  without  mark-up,
mark-down  or  commission,  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
          YEAR ENDED 09/30/03            HIGH             LOW
<S>                                      <C>              <C>
            First Quarter               $0.02            $0.01
            Second Quarter              $0.25            $0.01
            Third Quarter               $0.02            $0.02
            Fourth Quarter              $0.01            $0.01

          YEAR ENDED 09/30/04            HIGH             LOW
            First Quarter               $0.26            $0.01
            Second Quarter              $3.00            $0.26
            Third Quarter               $3.00            $1.80
            Fourth Quarter              $1.95            $0.16
</TABLE>

     At  September  30,  2004,  there were 25,792,658 shares of our common stock
outstanding.  Our  shares  of  common  stock  are  held  by  approximately  75
stockholders  of  record.  The  number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of common
stock  whose  shares are held in the names of various security brokers, dealers,
and  registered  clearing  agencies.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     None.

RECENT SALES OF UNREGISTERED SECURITIES

     In  December  2003,  we 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.  A total of 67,824 shares of the
acquired  companies  were  canceled  subsequent  to  the  acquisition.  We  also
canceled  500  shares  of  treasury  stock  for  $1,250,000  relating  to  CPI
Development,  Inc.

     On  January  21,  2004,  we completed Capital Stock Exchange 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 was canceled and in
exchange 8,550,000 shares of Cyber's restricted common stock were issued.  Also,
we  issued  500,000  shares  to  our  employees  in relation to the acquisition.

     In January 2004, we 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
represents  the  fair value of the stock issued, which did not differ materially
from  the  value  of  the  services  rendered.

     In  January  2004,  we  issued  2  million  shares of common stock to Baron
Partners,  LP  for  $2,000,000  of  cash,  net  of  costs  and  fees.

     In  March 2004, we issued an aggregate of 310,000 shares of common stock to
various  investors  via  a  private  placement  offering  for  $620,000 in total
proceeds  at  $2.00  per  share,  net  of  costs  and  fees.

     In  March 2004, we issued an aggregate of 857,498 shares of common stock to
various  investors  via  a  private  placement  offering for $1,286,247 in total
proceeds  at  $1.50  per  share,  net  of  costs  and  fees.

     In  March 2004, we issued an aggregate of 250,000 shares of common stock to
an  individual  providing  public  market relations services at $1.50 per share,
which  represents  the  fair  value  of  the  stock issued, which did not differ
materially  from  the  value  of  the  services  rendered.


                                       18
<PAGE>
     In  June  2004, we issued an aggregate of 918,334 shares of common stock to
various  investors  via  a  private  placement  offering for $1,450,001 in total
proceeds,  net  of  costs  and  fees.

     In  September  2004,  we  issued  2,134,705 shares of common stock to eight
members  of  management at $1.00 per share in satisfaction of liabilities in the
aggregate  amount  of  $2,134,705.

     In  September  2004,  we  issued  6,400,000  shares  of common stock to six
directors  and  members  of  management  at  $0.16  per  share  as  incentive
compensation.

     In  September  2004,  we issued 297,000 shares of common stock at $0.16 per
share  to  two service providers in satisfaction of liabilities in the amount of
$47,250.

     In  September 2004, we issued 1,250,000 shares of common stock at $0.17 per
share to three service providers in satisfaction of liabilities in the amount of
$212,500.

     In  September  2004,  we  issued 33,869 shares of common stock at $0.52 per
share  to  a  service  provider  in satisfaction of liabilities in the amount of
$17,533.

     We  amended  the  terms  of  our two private placements in January and June
2004,  and  have  issued 976,252 shares of our common stock to the investors, in
order  to compensate them for the diminution of the value of their investment in
our shares due to the recent events affecting us. The investors who accepted the
additional  shares  released  us  from  any  and all causes of action and claims
relating or pertaining to the private placement or the subscription agreement in
connection therewith.

     The  shares  were  issued  in  reliance upon an exemption from registration
pursuant to Section 4(2) of 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.

     In  addition,  there  was  no  general  solicitation or advertising for the
purchase  of  our shares.  Our securities were sold only to persons with whom we
had  a  direct  personal  preexisting  relationship,  and  after  a  thorough


                                       19
<PAGE>
discussion.  Finally,  our  stock  transfer  agent  has  been  instructed not to
transfer  any  of  such  shares, unless such shares are registered for resale or
there  is  an  exemption  with  respect  to  their  transfer.

SECTION  15(G)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to  persons  other  than  established  customers  and  accredited  investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized  disclosure  document.

     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 the 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 person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.


                                       20
<PAGE>
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section 27A of the Securities Act and Section 21E of the Exchange Act.
Actual  operations  and  results  may  materially  differ from present plans and
projections  due  to changes in economic conditions, new business opportunities,
changed  business  conditions, and other developments.  Other factors that could
cause  results  to  differ  materially  are  described  in  our filings with the
Securities  and  Exchange  Commission.

     There  are  several  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside  investors and/or bank and mezzanine lenders and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-KSB to be accurate as of the date
hereof.  Changes  may  occur  after  that  date.   We  will  not  update  that
information  except  as  required  by  law  in  the  normal course of its public
disclosure  practices.

MANAGEMENT'S  PLAN  OF  OPERATIONS

RESULTS  OF  OPERATIONS

TWELVE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO TWELVE MONTHS ENDED SEPTEMBER
30,  2003

CONTINUING  OPERATIONS

REVENUE

     Revenue  for the 12 months ended September 30, 2004 was $1,703,148 compared
to  $1,310,652  for  the  12  months  ended  September  30, 2003, an increase of
$392,496 or approximately 30 percent. Revenue increased due to managements focus
on  efficiency,  customers  satisfaction, and business expansion. Resources were
allocated  to  operational  needs  which  allowed  significant  organic  growth.

     We  expect  revenue  to  increase  during  the  coming 12 months due to the
broadening of services provided. We will continue to build our customer base and
engage in petroleum construction projects. We will focus on the expansion of our
Consumer  Services  division  and  expand  our geographic footprint and customer
base.

COST  OF  REVENUE

     Cost  of  revenue  was  $1,310,090  (77 percent of sales) for the 12 months
ended  September 30, 2004, compared to $849,352 (65 percent of sales) for the 12
months  ended  September  30,  2003, an increase of $460,738 or approximately 54
percent.  The  increase  in cost of revenue was due primarily to increased sales
levels.  We expect cost of revenue as a percent of sales to _decrease during the
coming  12 months due to proficient management, controlled overhead expenses and
improved  purchasing  power.

SALES,  GENERAL,  AND  ADMINISTRATIVE  EXPENSES

     Sales,  general,  and  administrative expenses ("SG&A") were $6,025,401 for
the  12  months ended September 30, 2004, compared to $342,993 for the 12 months
ended  September  30,  2003,  an  increase  of $5,682,408 or approximately 1,657
percent.  The increase in SG&A is due primarily to the costs of consolidation of
three  subsidiaries  during  the  year,  as  well  as  public company costs. The
September  30,  2003  financial statements are those of the pre-public entities.
The  primarily  components of SG&A during the 12 months ended September 30, 2004
were  management  compensation  of $1,672,676, including restricted stock awards
issued as incentive compensation of $1,024,000; professional consulting and fees
of  $596,582;  organization  expense of $523,865; overhead salaries and labor of
$507,922; inventory write-down of $430,028;


                                       21
<PAGE>
legal and accounting fees of $302,906; vehicle costs (excluding depreciation) of
$181,300;  bad  debt  $144,105; insurance of $116,509; and small tools
and  supplies  of  $97,998.

     We  expect SG&A costs to decrease substantially in the coming 12 months due
to  the  divestiture  of  AFFS  and  CPI.  We  intend  to  focus  on  operating
efficiencies  and  profitability  in  our  remaining  core  businesses  and have
eliminated  the  complexities  and costs associated with the consolidated of the
discontinued  operations.

GOODWILL  IMPAIRMENT

     During  the  twelve  months ended September 30, 2004, the Company wrote-off
the  goodwill  acquired  in  its  acquisitions  of AFFS and CPI in the aggregate
amount of $7,049,020. There was no such write-off in the corresponding period of
the  prior  year.

WRITE-OFF  OF  AMOUNT  DUE  FROM  DISCONTINUED  OPERATIONS

     During  the  twelve  months ended September 30, 2004, the Company wrote-off
$3,256,068  of  receivables  from its discontinued operations. There was no such
write-ff  in  the  corresponding  period  of  the  prior  year.

DEPRECIATION  AND  AMORTIZATION

     During  the  twelve  months  ended September 30, 2004, the Company recorded
depreciation  expense  of  $48,876,  an  increase of $23,885 or approximately 96
percent  compared  to  depreciation  expense of $24,991 during the twelve months
ended  September  30,  2003.  The  increase  is  due to higher depreciable asset
balances  throughout the majority of the Twelve months ended September 30, 2004.

INTEREST  EXPENSE

     Interest expense for the twelve months ended September 30, 2004 was $5,284,
an  Increase  of $1,118 or approximately 27 percent compared to interest expense
of  $4,166 For the twelve months ended September 30, 2003. The difference is due
to  higher  debt  balances  during  the  twelve months ended September 30, 2004.

LOSS  FROM  CONTINUING  OPERATIONS

     For  the  reasons  stated  above,  the  loss from continuing operations was
($15,991,591)  for the twelve months ended September 30, 3004, an increased loss
of $15,907,730 compared to a profit from continuing operations of $89,503 during
the  twelve  months  ended  September  30,  2003.

LIQUIDITY AND CAPITAL RESOURCES

     During the 12 months ended September 30, 2004, we generated a net operating
loss  of  $28,917,091,  including  $15,991,591  from  continued  operations  and
$12,925,500  from  discontinued operations. During the 12 months ended September
30,  2004,  we  used  cash  in  operating activities of $7,984,608 . This amount
consisted  primarily  of our net cash used in discontinued operations $6,447,553
and  net loss of ($15,818,227) offset by non-cash charges of goodwill impairment
charges  of  $7,049,020;  writeoff  of  intercompany  receivables  of 3,256,068;
non-cash  compensation  of  $1,678,053,  reserve  for bad debts of $511,723, and
depreciation  and  amortization of $48,876. There was a change in the components
of working capital that provided an additional $1,734,427 in cash from operating
activities  during  the  twelve  months  ended  September  30,  2004.

     We  have discontinued two of our primary subsidiaries, and at September 30,
2004,  have  greatly  reduced  the  scope of our operations.  Upon discontinuing
these  subsidiaries,  we have financed our operations primarily via the proceeds
of  the convertible preferred note provided by Barron Partners LP.  At September
30,  2004,  we  had borrowed the amount of $561,912 under this note.

     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 this Form 10-KSB, 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, 2005.  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.

CRITICAL  ACCOUNTING  POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we believe to be reasonable under the circumstances.  Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates  and  judgments.

STOCK-BASED  COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  - Transition and Disclosure.  This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for stock based employee compensation.  SFAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method in both the annual and interim financial statements.  The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,


                                       22
<PAGE>
2002,  while  provisions  related  to  disclosure  requirements are effective in
financial  reports  for  interim  periods  beginning  after  December  31, 2002.

     We  elected to continue to account for stock-based compensation plans using
the  intrinsic  value-based  method  of  accounting  prescribed  by  APB No. 25,
"Accounting  for Stock Issued to Employees," and related interpretations.  Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for  the  difference between the fair value of the stock and the exercise price.

Subsequent events

During  the  three  months  ended  December  31, 2004, we borrowed an additional
$490,000  under  the  convertible preferred note provided by Barron Partners LP,
for  a  total  borrowing  at  December  31,  2004  of  $1,051,912.

RECENT ACCOUNTING PRONOUNCEMENTS

In  April  2003,  the  FASB issued SFAS No. 149, "Amendments of Statement 133 on
Derivative  Instruments  and  Hedging  Activities,"  which  amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments  embedded  in other contracts and for hedging activities
under  SFAS  No. 133. This pronouncement is effective for contracts entered into
or  modified  after  June  30,  2003  (with certain exceptions), and for hedging
relationships  designated  after June 30, 2003. The adoption of SFAS No. 149 did
not  have  a material impact on the Company's consolidated financial statements.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  a  company  classifies  and  measures  certain
financial  instruments  with characteristics of both liabilities and equity, and
is  effective  for  public  companies as follows: (i) in November 2003, the FASB
issued FASB Staff Position ("FSP") No. 150-03, which defers indefinitely (a) the
measurement  and  classification  guidance  of  SFAS No. 150 for all mandatorily
redeemable  non-controlling  interests  in  (and  issued  by)  limited-life
consolidated subsidiaries, and (b) SFAS No. 150's measurement guidance for other
types  of  mandatorily  redeemable non-controlling interests, provided they were
created  before November 5, 2003; (ii) for financial instruments entered into or
modified  after  May  31,  2003 that are outside the scope of FSP No. 150-3; and
(iii)  otherwise,  at  the beginning of the first interim period beginning after
June  15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective
dates.  The adoption of this pronouncement did not have a material impact on the
Company's  results  of  operations  or  financial  condition.

In  December  2003,  the  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.

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 are discussed elsewhere in these notes to the
consolidated  financial  statements.  In  the opinion of management, significant


                                       23
<PAGE>
recent  accounting  pronouncements did not or will not have a material effect on
the  consolidated  financial  statements.

In  November  2004,  the Financial Accounting Standards Board (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,  the  Financial  Accounting  Standards  Board  ("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 the fourth quarter of
fiscal  year  2005  and  thereafter.

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
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.

OFF-BALANCE SHEET ARRANGEMENTS

     We  do  not  have  any  off-balance  sheet  arrangements.

ITEM 7.   FINANCIAL STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report  as  indexed  in  the  appendix  on  page  F-1  through  F-23.


                                       24
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

     None.

ITEM 8A.  CONTROLS AND PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure that information required to be disclosed by us in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period covered by this report, we conducted an evaluation, under the supervision
and  with  the  participation of our chief executive officer and chief financial
officer,  of  our  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e)  of  the Exchange Act).  Based on this evaluation, our chief executive
officer  and  chief financial officer concluded that our disclosure controls and
procedures  are effective to ensure that information required to be disclosed by
us  in  reports  that  we  file  or  submit  under the Exchange Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and  Exchange  Commission  rules  and  forms.

     Changes in internal controls over financial reporting.  There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

ITEM 8B.  OTHER INFORMATION.

     None.

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  table  sets  forth information concerning the directors and
executive  officers  of  Entech  as  of  the  date  of  this  report:

<TABLE>
<CAPTION>
NAME               AGE  POSITION                                          DIRECTOR HELD SINCE
----               ---  --------                                          -------------------
<S>                <C>  <C>                                               <C>
Burr D. Northrop    41  President, Chief Financial Officer, and Director          2004
Douglas L. Parker   39  Director                                                  2004
Terence F. Leong    38  Director                                                  2004
</TABLE>

     The  members  of  our board of directors are subject to change from time to
time  by  the  vote  of  the stockholders at special or annual meetings to elect
directors.  The  number  of  the  directors  may  be  fixed from time to time by
resolution  duly  passed by our board.  Each director is elected for a period of
one year at the annual meeting of our stockholders, and will hold office for the
term for which elected and until his successor is elected and qualified or until
his  earlier  death,  resignation  or  removal.  Vacancies  and  newly  created
directorships  resulting from any increase in the number of authorized directors
may generally be filled by a majority of the directors then remaining in office.
The  directors elect officers annually.  There are no family relationships among
the  directors  and  officers  of  Entech.

     We  may  employ  additional management personnel, as our board of directors
deems  necessary.  Entech  has  not  identified  or  reached  an  agreement  or
understanding  with  any other individuals to serve in management positions, but
does  not  anticipate  any  problem  in  employing  qualified  staff.


                                       25
<PAGE>
     A  description of the business experience during the past several years for
each  of  the  directors  and  executive  officers of Entech is set forth below.

     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.

     Douglas  L.  Parker  has  over 14 years experience related to the hazardous
waste  industry.  He served as president and chief executive officer of Advanced
Fuel  Filtrations  Systems,  Inc.  from  1998  until  2004.

     Terence  F.  Leong,  since  1996,  has  been  the  owner  of  Walker Street
Associates,  a  management  consulting  firm.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms  so  filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5,  and  amendments  thereto  furnished to us, we believe that during the period
ended  September  30,  2004, Burr D. Northrop, Douglas L. Parker, Terence Leong,
and Robert K. Christie, our executive officers and directors have failed to file
appropriate  Form  3s and 4s. However, greater than 10 percent beneficial owners
complied  on  a  timely  basis  with  all  Section  16(a)  filing  requirements.

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 is attached to this report
as  an  exhibit.

     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.


                                       26
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last  fiscal  year)  for  services  rendered  in  all  capacities to Entech
Environmental Technologies, Inc. and our subsidiaries for the fiscal years ended
September  30,  2004,  December  31,  2003  and  2002.  No  other  officer  had
compensation of $100,000 or more for 2004, 2003, and 2002.

<TABLE>
<CAPTION>
                                               SUMMARY COMPENSATION TABLE

------------------------------------------------------------------------------------------------------------------------
                                      ANNUAL COMPENSATION                   LONG TERM COMPENSATION
                                    -------------------------------  ------------------------------------
                                                                              AWARDS             PAYOUTS
                                                                     --------------------------  --------
                                                                     RESTRICTED    SECURITIES
                                                      OTHER ANNUAL      STOCK      UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL                  SALARY    BONUS   COMPENSATION    AWARD(S)    OPTIONS/SARS   PAYOUTS   COMPENSATION
POSITION                      YEAR    ($)      ($)         ($)           ($)           (#)         ($)          ($)
----------------------------  ----  -------  -------  -------------  -----------  -------------  --------  -------------
<S>                           <C>   <C>      <C>      <C>            <C>          <C>            <C>       <C>
Maria  Trinh,  President,     2003    -0-      -0-         -0-           -0-           -0-         -0-          -0-
Treasurer, and Secretary (1)  2002    -0-      -0-         -0-           -0-           -0-         -0-          -0-
                                      -0-      -0-         -0-           -0-           -0-         -0-          -0-
Burr  D.  Northrop,
President  and  CFO(2)        2004  147,598    -0-         -0-         480,000         -0-         -0-          -0-

Douglas  L.  Parker,
President  (3)                2004  161,122    -0-         -0-           -0-           -0-         -0   -       -0-

------------------------------------------------------------------------------------------------------------------------
<FN>
ALL NUMBERS IN THE ABOVE TABLE ARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004.
(1)  Maria  Trinh  was  employed by our predecessor and received no compensation
from  Entech.
(2)  Mr.  Northrop  served  as  co-president with Mr. Parker until September 28,
2004, at which time Mr. Northrop became president.  Annual compensation includes
salary  of  $147,596.  Restricted  stock  award includes 3,000,000 shares of our
restricted  common  stock.  All  other  compensation includes a car allowance of
approximately  $9,000  and  health  insurance  reimbursement  of  approximately
$3,000.
(3)  Mr.  Parker  served  as  co-president with Mr. Northrop until September 28,
2004.  Annual  compensation includes salary of $161,122.  All other compensation
includes  a  car  allowance  of  approximately  $7,000  and  health  insurance
reimbursement  of  approximately  $3,000.
</TABLE>

STOCK  OPTION  AND  STOCK  APPRECIATION  RIGHTS

     There  were  no  grants  of  stock options to executive officers during the
fiscal  year  ended  September  30,  2004.

OPTION  EXERCISES  AND  HOLDINGS

     There  were  no  stock options held by executive officers during the fiscal
year  ended  September 30, 2004.  Before September 30, 2004, we had no long-term
incentive compensation plan for our executive officers and employees.  We do not
award  stock  appreciation  rights  or  long-term  incentive  plan  pay  outs.

COMPENSATION  OF  DIRECTORS

     We  pay directors who are not also our employees a fee of 950,000 shares of
our  common  stock,  plus  $100  per  hour  and  expenses  for their services as
directors.  We  do  not  compensate  any  of  our  employee  directors.

EMPLOYMENT  AGREEMENTS

     Pursuant  to  settlement  agreements executed in August and September 2004,
all  employment  agreements  between  us  and  Messrs. Parker, Christ, Northrop,
Covey,  and  Christie, and Ms. Tainter were terminated.  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.


                                       27
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     The  following  table  sets  forth,  as  of  February 22, 2005, information
concerning  ownership  of  our  securities  by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares  of  our  common  stock;

-    Each  director;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.

<TABLE>
<CAPTION>
                                                                      SHARES BENEFICIALLY OWNED (2)
                                                                      -----------------------------
     NAME OF BENEFICIAL OWNER (1)                                     NUMBER           PERCENT
     ----------------------------                                     ------           -------
<S>                                                                   <C>              <C>
     Burr D. Northrop . . . . . . . . . . . . . . . . . . . . . . .   4,283,524        15.7
     Douglas L. Parker  . . . . . . . . . . . . . . . . . . . . . .   1,763,265        06.5
     Terence F. Leong . . . . . . . . . . . . . . . . . . . . . . .     950,000        03.5
                                                                      ---------        ----
     All directors and executive officers as a group (three persons)  6,996,789        25.7
                                                                      =========        ====
     Horizon Capital Investors LP (3) . . . . . . . . . . . . . . .   2,085,000        07.7
     Robert K. Christie (4) . . . . . . . . . . . . . . . . . . . .   5,583,508        20.5
<FN>
_______________
*    Less  than  one  percent.
(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,  California  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.
(2)  Beneficial  ownership  is  determined  in  accordance with the rules of the
     Securities  and  Exchange  Commission.  As of February 22, 2005, there were
     issued  and  outstanding  27,231,658  shares  of  our  common  stock.
(3)  These shares were acquired on December 17, 2004 from Barron Partners LP, in
     a  private  transaction.
(4)  Mr.  Christie  is  a former officer and director. The shares that have been
     issued  to  Mr.  Christie  are  reflected above. However, we have taken the
     position  that  Mr.  Christie  is only entitled to 3,083,508 shares. At the
     date  of  this  report,  we  are  trying to resolve the issue. In addition,
     2,500,000  shares owned by Mr. Christie are subject to an Escrow Agreement.
</TABLE>

     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.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Other  than  the lease of 8,000 square feet of warehouse space from Burr D.
Northrop,  our  president,  at  a  monthly  rental  of  $4,500 subject to annual
increments of four percent (see, "Description of Property"), and the convertible
note  with  Barron  Partners  LP (see, "Business - New Financing"), there are no
other  agreements  with  our  officers,  directors, or significant stockholders.


                                       28
<PAGE>
Item 13.  Exhibits.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
EXHIBIT
--------
NO.       IDENTIFICATION OF EXHIBIT
---       -------------------------
<S>       <C>
--------  -------------------------------------------------------------------------------------------------------
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
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
4.3**     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
--------  -------------------------------------------------------------------------------------------------------


                                       29
<PAGE>
--------  -------------------------------------------------------------------------------------------------------
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
--------  -------------------------------------------------------------------------------------------------------
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**   Omitted.
10.16**   Cyber Public Relations, Inc. A Warrant for the Purchase of Common Stock
10.17**   Cyber Public Relations, Inc. B Warrant for the Purchase of Common Stock
10.18**   Cyber Public Relations, Inc. C Warrant for the Purchase of Common Stock
10.19**   Cyber Public Relations, Inc. D Warrant for the Purchase of Common Stock
10.20**   Cyber Public Relations, Inc. E Warrant for the Purchase of Common Stock
10.21**   Cyber Public Relations, Inc. Warrant for the Purchase of Common Stock, Wood Capital Associates
10.22**   Cyber Public Relations, Inc. Warrant for the Purchase of Common Stock, Patricia L. Fiorese
10.23**   Cyber Public Relations, Inc. Warrant for the Purchase of Common Stock, Vance Luedtke
--------  -------------------------------------------------------------------------------------------------------


                                       30
<PAGE>
--------  -------------------------------------------------------------------------------------------------------
10.24**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, Diane C.
          Burge
10.25**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, Clayton
          Chase
10.26**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, James W.
          Moldermaker
10.27**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, J. Kevin
          Wood
10.28**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, Thomas
          Sheridan
10.29**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, San Diego
          Torrey Hills Capital
10.30**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, Norman E.
          Clarke
10.31**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock, Steven R.
          Green
--------  -------------------------------------------------------------------------------------------------------
10.32**   Settlement Agreement with Norman T. Reynolds, Esq., dated September 23, 2004
--------  -------------------------------------------------------------------------------------------------------
10.33**   Settlement Agreement with Stonegate Securities, dated September 21, 2004
--------  -------------------------------------------------------------------------------------------------------
10.34**   Settlement Agreement with Russell Bedford Stefanou Mirchandani LP, dated September 21, 2004
--------  -------------------------------------------------------------------------------------------------------
10.35**   Settlement Agreement with Birch Advisors Ltd. dated September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.36**   Settlement Agreement with Gerald Foster dated September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.37**   Secured Convertible Note between Entech Environmental Technologies, Inc. and Barron Partners,
          L.P. dated September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.38**   Cyber Public Relations, Inc. Warrant for the Purchase of Common Stock, Barron Partners, L.P.
--------  -------------------------------------------------------------------------------------------------------
10.39**   Note Purchase Agreement between Environmental Technologies, Inc. and Barron Partners LP dated
          September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.40**   Registration Rights Agreement with Barron Partners LP regarding registration of shares, dated
          September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.41**   Entech Environmental Technologies, Inc. Warrant for the Purchase of Common Stock for Barron
          Partners LP
--------  -------------------------------------------------------------------------------------------------------
10.42**   Escrow Agreement between Entech Environmental Technologies, Inc., Robert K. Christie and
          Norman T. Reynolds dated September 29, 2004
--------  -------------------------------------------------------------------------------------------------------
10.43**   Warrant Cancellation from Barron Partners L. P. dated September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.44**   Settlement Agreement with San Diego Torrey Hills Capital, Inc. dated September 1, 2004
--------  -------------------------------------------------------------------------------------------------------
10.45**   Settlement Agreement with Donald G. St. Clair, CPA dated September 30, 2004
--------  -------------------------------------------------------------------------------------------------------
10.46**   Termination of Investment Banking Agreement dated September 1, 2004
--------  -------------------------------------------------------------------------------------------------------
10.47*    Lease agreement with Burr D. Northrop dated September 1, 2003
--------  -------------------------------------------------------------------------------------------------------
10.48*    Modification of Private Placement Memorandum No. 1 and Subscription Agreement dated September 30, 2004.
--------  -------------------------------------------------------------------------------------------------------
10.49*    Modification of Private Placement Memorandum No. 2 and Subscription Agreement dated September __, 2004.
--------  -------------------------------------------------------------------------------------------------------
14*       Code of Ethics
--------  -------------------------------------------------------------------------------------------------------
21*       Subsidiaries
--------  -------------------------------------------------------------------------------------------------------
          Certification of Burr D. Northrop, Chief Executive Officer and Chief Financial Officer of Entech
31.1*     Environmental Technologies, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the
          Sarbanes-Oxley Act of 2002
--------  -------------------------------------------------------------------------------------------------------
          Certification of Burr D. Northrop, Chief Executive Officer and Chief Financial Officer of Entech
31.2*     Environmental Technologies, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the
          Sarbanes-Oxley Act of 2002
--------  -------------------------------------------------------------------------------------------------------
          Certification of Burr D. Northrop, Chief Executive Officer and Chief Financial Officer of Entech
32.1*     Environmental Technologies, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the
          Sarbanes-Oxley Act of 2002
--------  -------------------------------------------------------------------------------------------------------
          Certification of Burr D. Northrop, Chief Executive Officer and Chief Financial Officer of Entech
32.2*     Environmental Technologies, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the
          Sarbanes-Oxley Act of 2002
-----------------------------------------------------------------------------------------------------------------
<FN>
_______________
**   Previously  Filed
*    Filed  Herewith
</TABLE>


                                       31
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT  FEES

     The  aggregate  fees  billed by Russell Bedford Stefanou Mirchandani LP for
professional  services rendered for the audit of our annual financial statements
for  fiscal  year  2004  were  $28,336.

     The  aggregate  fees  billed by Russell Bedford Stefanou Mirchandani LP for
professional  services rendered for the audit of our annual financial statements
for  fiscal  year  2003  were  $9,960.

AUDIT-RELATED  FEES

     The  aggregate  fees  billed by Russell Bedford Stefanou Mirchandani LP for
assurance and related services that are reasonably related to the performance of
the  audit  or  review of our financial statements for fiscal year 2004 were $0.

     The  aggregate  fees  billed by Russell Bedford Stefanou Mirchandani LP for
assurance and related services that are reasonably related to the performance of
the  audit  or  review of our financial statements for fiscal year 2003 were $0.

ALL  OTHER  FEES

     There  were no other fees billed by Russell Bedford Stefanou Mirchandani LP
for  professional  services  rendered,  other  than as stated under the captions
Audit  Fees,  Audit-Related  Fees,  and  Tax  Fees.

                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                                        ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


Date: March 25, 2005.
                                        By /s/ Burr D. Northrop
                                           -------------------------------------
                                           Burr D. Northrop,
                                           President and Chief Financial Officer


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this  report has been signed by the following persons on behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.


       SIGNATURE                        TITLE                          DATE
       ---------                        -----                          ----
/s/Burr D. Northrop    President, Chief Financial Officer, and    March 25, 2005
--------------------                   Director
Burr D. Northrop

/s/ Terence F. Leong                   Director                   March 25, 2005
--------------------
Terence F. Leong


                                       32
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                       FINANCIAL STATEMENTS AND SCHEDULES

                           SEPTEMBER 30, 2004 AND 2003


                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


<PAGE>
<TABLE>
<CAPTION>
                                   INDEX TO FINANCIAL STATEMENTS


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


                                                                                      Page
<S>                                                                                   <C>
Report of Independent Registered Certified Public Accountants                          F-3

Consolidated Balance Sheet at September 30, 2004                                       F-4

Consolidated Statements of Losses  for the two years ended September
30, 2004 and 2003                                                                      F-5

Consolidated Statements of Stockholders' Equity for
  the two years ended September 30, 2004                                               F-6- F-7

Consolidated Statements of Cash Flows for the two
  years ended September 30, 2004 and 2003                                              F-8 - F10

Notes to Consolidated Financial Statements                                             F-11 - F23





----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
          REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS
          -------------------------------------------------------------


The Board of Directors
Entech Environmental Technologies, Inc.
Chino Hills, California

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Entech
Environmental  Technologies,  Inc. ("Company") as of September 30, 2004, and the
related  consolidated  statements  of losses, deficiency in stockholders' equity
and cash flows for each of the two years in the period ended September 30, 2004.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting  Oversight  Board (United States of America). Those standards require
that  we plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements  are free of material misstatement. An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  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 financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Entech
Environmental  Technologies, Inc. as of September 30, 2004, and the consolidated
results  of  its  operations and its cash flows for each of the two years in the
period ended September 30, 2004 in conformity with generally accepted accounting
principles  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern. As discussed in Note  Q to
the  financial  statements,  the  Company  has  suffered  recurring  losses from
operations that raise substantial doubt about its ability to continue as a going
concern.  Management's  plans  in  regard to these matters are also described in
Note  Q. The  financial  statements  do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


                         /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI  LLP
                         ---------------------------------------------
                         Russell Bedford Stefanou Mirchandani  LLP
                          Certified Public Accountants

New York, New York

March 11, 2005


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004

<S>                                                                                  <C>
Assets

Current Assets:

  Cash and cash equivalents                                                          $      158,093
  Accounts receivable, net of $65,516 of allowance for doubtful accounts                    242,103
  Inventories                                                                                92,298
  Costs and estimated earnings in excess of billings (Note C)                                97,523
  Prepaid expenses and other                                                                 49,427

                                                                                     ---------------
  Total current assets                                                                      639,444

  Property and Equipment, net (Note H)                                                      277,002

  Other Assets                                                                                8,908

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

  Total Assets                                                                       $      925,354
                                                                                     ===============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY:

Current Liabilities:

Accounts Payable and accrued expenses (Note H)                                       $    1,902,630
Notes Payable - related parties                                                              50,000
                                                                                     ---------------

  Total current liabilities                                                               1,952,630


Deficiency in stockholders' equity:
Referred Stock, $.001 par value; 10,000,000 shares authorized;
  none issued and outstanding                                                                     -
Common stock, $0.001 par value; 100,000,000 shares authorized;
  25,792,658 shares issued and outstanding (Note J)                                          25,793
Additional paid-in capital                                                               14,914,530
Accumulated deficit                                                                     (15,967,599)


                                                                                     ---------------
Total deficiency in stockholders equity                                                  (1,027,276)

Total liabilities and deficiency in stockholders' equity                             $      925,354
                                                                                     ===============
<FN>
              The accompanying notes are an integral part of these
                  consolidated financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                    ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                        CONSOLIDATED STATEMENT OF LOSSES
                        FOR THE YEARS ENDED SEPTEMBER 30,


                                                       2004          2003
                                                   -------------  -----------
<S>                                                <C>            <C>
Revenues, net                                      $  1,703,148   $1,310,652
Cost of Goods Sold                                    1,310,090      849,352
                                                   -------------  -----------

Gross Profit                                            393,058      461,300

Operating expenses:

Selling, general, and administrative expenses         6,025,401      342,993
Goodwill impairment                                   7,049,020            -
Writeoff receivables from discontinued operations     3,256,068            -
Depreciation and amortization                            48,876       24,991
                                                   -------------  -----------
    Total operating expenses                         16,379,365      367,984

Income (Loss) from Operations                       (15,986,307)      93,316

Other Income (Expenses) :
  Other income (expense)                                                 353
  Interest income (expense)                              (5,284)      (4,166)

                                                   -------------  -----------
    Total Other Income (Expenses)                        (5,284)      (3,813)

                                                   -------------  -----------
(Loss) income from Continuing Operations            (15,991,591)      89,503

(Loss) from Discontinued Operations (Note D)        (12,925,500)    (546,182)
                                                   -------------  -----------

Net loss                                           $(28,917,091)  $ (456,679)
                                                   =============  ===========

(Loss) per share - basic and fully diluted         $      (2.89)  $     (.05)
                                                   =============  ===========


Continuing operations                              $      (1.60)  $      .01

Discontinued Operations                            $      (1.29)  $     (.06)

Basic and diluted weighted average
number of shares outstanding                         10,018,691    8,865,000
                                                   =============  ===========
<FN>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                             ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                                  CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                      FOR THE PERIOD OCTOBER 1, 2002 TO SEPTEMBER 30, 2004


                                                                                      Common Stock
                                                                                 ----------------------      APIC
                                                                                   Shares      Amount
                                                                                 ------------------------------------
<S>                                                                              <C>          <C>        <C>
Balance at September 30, 2002                                                             -              $   445,745

Issuance of shares for services (AFFS)                                                                           100
Proceeds from Contributions to additional paid in capital                           264,500
Balance at September 30, 2003                                                                                710,345

Shares of Cyber public held by existing stockholders                              2,199,000      2,199        (2,199)
Shares retained in connection with merger with Cyber Public in January 2004         315,000        315          (315)
Shares canceled in connection with merger with Entech, in January 2004           (2,199,000)    (2,199)        2,199
Shares issued to stockholders in exchange for Entech shares, in January 2004      8,550,000      8,550     5,006,232
Shares issued to employees at $0.001 per share, in January 2004                     500,000        500             0
Shares issued for investment and legal services at $0.001 per share, in January
2004                                                                              1,000,000      1,000             0
Shares sold  to investors at $1.00 per share pursuant to
  private placement memorandum in January, 2004                                   2,000,000      2,000     1,998,000
Shares sold  to investors at $2.00 per share pursuant to
  private placement memorandum in March, 2004                                       310,000        310       619,690
Shares sold to investors at $1.50 per share pursuant to
  private placement memorandum in March, 2004                                       857,498        858     1,285,390
Shares issued to a consultant at $1.50 per share in March, 2004                     250,000        250       374,750
Shares sold to investors at $2.00 per share pursuant to
  private placement memorandum in June, 2004                                        145,000        145       289,855
Shares sold to investors at $1.50 per share pursuant to
  private placement memorandum in June, 2004                                        773,334        773     1,159,228
Shares issued in September to convert notes payable to 8 members
  of management to equity at $1.00 per share                                      2,134,705      2,135     2,132,569
Shares issued in September to 6 directors and members of management
  as incentive compensation at $0.16 per share                                    6,400,000      6,400     1,017,600
Shares issued to 2 vendors and service providers at $0.16
  per share to settle amounts owed                                                  297,000        297        47,223
Shares issued to 2 service providers at $0.17
  per share to settle amounts owed                                                  750,000        750       126,750
Shares issued in settlement of debt at $0.17 per share                              500,000        500        84,500
Shares issued to a service provider at $0.52 per share
  to settle amount owed                                                              33,869         33        17,500
Shares issued in September to investors in previous private
  placement offering as an adjust to terms                                          976,252        977          (977)
Value of beneficial conversion feature of convertible note
  issued in September                                                                                        388,890
Value of warrants issued with convertible note
  issued in September                                                                                        173,020

De-consolidate equity of discontinued operations                                                            (515,720)
Loss from discontinued operations
Loss from continuing operations

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

Balance at September 30, 2004                                                    25,792,658     25,793    14,914,530
                                                                                 ===========  =========  ============
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                                                                     Accum          Total
                                                                                    Deficit      S/H Equity
                                                                                 ----------------------------
<S>                                                                              <C>            <C>
Balance at September 30, 2002                                                    $    (65,511)  $    (12,386)

Shareholder Capital                                                                                  155,410
Net income from continuing operations                                                  89,503         89,503
                                                                                 -------------  -------------

Balance at September 30, 2003                                                          23,992        232,527

Shares of Cyber public held by existing stockholders                                        0              0
Shares retained in connection with merger with Cyber Public in January 2004                 0              0
Shares canceled in connection with merger with Entech, in January 2004                      0              0
Shares issued to stockholders in exchange for Entech shares, in January 2004                0      4,971,031
Shares issued to employees at $0.001 per share, in January 2004                             0            500
Shares issued for investment and legal services at $0.001 per share, in January
2004                                                                                        0          1,000
Shares sold  to investors at $1.00 per share pursuant to
  private placement memorandum in January, 2004                                             0      2,000,000
Shares sold  to investors at $2.00 per share pursuant to
  private placement memorandum in March, 2004                                               0        620,000
Shares sold to investors at $1.50 per share pursuant to
  private placement memorandum in March, 2004                                               0      1,286,247
Shares issued to a consultant at $1.50 per share in March, 2004                             0        375,000
Shares sold to investors at $2.00 per share pursuant to
  private placement memorandum in June, 2004                                                0        290,000
Shares sold to investors at $1.50 per share pursuant to
  private placement memorandum in June, 2004                                                0      1,160,001
Shares issued in September to convert notes payable to 8 members
  of management to equity at $1.00 per share                                                       2,134,705
Shares issued in September to 6 directors and members of management
  as incentive compensation at $0.16 per share                                                     1,024,000
Shares issued to 2 vendors and service providers at $0.16
  per share to settle amounts owed                                                                    47,520
Shares issued to 3 vendors and service providers at $0.17
  per share to settle amounts owed                                                                   212,500
Shares issued to a service provider at $0.52 per share
  to settle amount owed                                                                               17,533
Shares issued in September to investors in previous private
  placement offering as an adjust to terms                                                                 0
Value of beneficial conversion feature of convertible note
  issued in September                                                                                388,890
Value of warrants issued with convertible note
  issued in September                                                                                173,020

De-consolidate equity of discontinued operations                                   14,036,354     12,955,341
Loss from discontinued operations                                                 (12,925,500)   (12,925,500)
Loss from continuing operations                                                   (15,991,591)   (15,991,591)

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

Balance at September 30, 2004                                                     (15,967,599)    (1,027,276)
                                                                                 =============  =============
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                        ENTECH ENVIRONMENTAL TECHNOLOGIES
                       CONSOLIDATED STATEMENT OF CASHFLOWS
                 FOR THE YEARS  ENDED SEPTEMBER 30,2004 AND 2003


                                                               2004          2003
                                                          ---------------------------
<S>                                                       <C>            <C>
Net (loss) from continuing operations income              $(15,818,227)  $    89,503

Cash flows from operating activities:
  ADJUSTMENTS TO RECONCILE NET LOSS TO TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES:
   Depreciation and amortization                                48,876        24,991
   Non-cash compensation                                     1,678,053
   Goodwill impairment                                       7,049,020
   Writeoff receivables from discontinued operations         3,256,068
   Reserve for bad debts                                       511,723
CASH USED IN DISCONTINUED OPERATIONS                        (6,447,553)            -

CHANGES IN:
   Accounts Receivable                                          34,151      (787,977)
   Owed to de-consolidated companies                         1,187,577             -
   Inventory                                                   419,917       316,698
   Construction in progress                                    (97,523)            -
   Other assets                                                (37,571)      (20,764)
   Accounts payable                                            230,881       496,400
   Other current liabilities                                                  15,188
                                                          -------------  ------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES         (7,984,608)      134,039
                                                          -------------  ------------


Cash flows from financing activities:
   Proceeds from Notes payable                                 561,910        11,889
   Proceeds from Note payable -related party                    50,000             -
   Proceeds from Additional Paid In Capital                                    5,000
   Cash received for sale of common stock                    7,499,863
   Principal payments on notes payable                        (120,000)
                                                          -------------  ------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                 7,991,773        16,889
                                                          -------------  ------------


Net increase in cash and cash equivalents                        7,165       150,928
Cash and cash equivalents at beginning of period               150,928             -
                                                          -------------  ------------
Cash and cash equivalents at end of period                $    158,093   $   150,928
                                                          =============  ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-8
<PAGE>
<TABLE>
<CAPTION>

                        ENTECH ENVIRONMENTAL TECHNOLOGIES
                  CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS
                 FOR THE YEAR ENDED SEPTEMBER 30, 2004 AND 2003
                                  (CONTINUED)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

<S>                                                       <C>           <C>
Cash  paid  during  the  period  for  interest            $     5,284   $     4,166
                                                          ============  ============

Cash  paid  during  the  period  for  income  taxes       $    34,000   $         -
                                                          ============  ============
Supplemental disclosure of cash flow information:

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

Common  stock  issued  to  consultants  for  services     $   376,500   $         -
                                                          ============  ============

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 considerations 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>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                        ENTECH ENVIRONMENTAL TECHNOLOGIES
                      CONSOLIDATED STATEMENT OF CASHFLOWS
                 FOR THE YEAR ENDED SEPTEMBER 30, 2004 AND 2003
                                  (CONTINUED)

<S>                                                       <C>           <C>
Common stock issued in satisfaction of amounts
                                                          ------------  ------------
owed to management                                        $ 2,134,705   $         -
                                                          ============  ============

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

Common stock issued in satisfaction of amounts owed to
                                                          ------------  ------------
vendors and service providers                             $   230,033   $         -
                                                          ============  ============

976,252  additional shares of common stock issued to
                                                          ------------  ------------
investors in previous private placement                   $       977   $         -
                                                          ============  ============

                                                          ------------  ------------
Beneficial conversion feature of convertible note payable $   388,890   $         -
                                                          ============  ============

                                                          ------------  ------------
Value of warrants issued with convertible note payable    $   173,020   $         -
                                                          ============  ============

                                                          ------------  ------------
De-consolidate equity of discontinued operations          $12,955,341   $         -
                                                          ============  ============
</TABLE>


              The accompanying notes are an integral part of these
                        consolidated financial statements


                                      F-10
<PAGE>
                    ENTECH  ENVIRONMENTAL TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003


NOTE A - BUSINESS AND BASIS OF PRESENTATION


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.

The  accompanying  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiaries,  H.B.  Covey,  Inc.,  a California  corporation
("H.B.  Covey"), and Environmental Technologies, Inc., a Nevada corporation. 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, the 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  acquiring  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  F).

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


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

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)
     Cash paid                                         1,000,000
                                                      -----------
     Total consideration paid/goodwill                $   954,911
                                                      ===========


                                      F-10
<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 cost       $297,578
                                                      ========




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


<PAGE>
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 its 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  F).

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  years  ended  September  30,  2004  and  2003.


                                      F-11
<PAGE>
NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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


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, such as indirect labor, supplies, tools,
repairs,  and  depreciation.  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.


Contract Receivables
--------------------
Contract receivables are recorded when invoices are issued and are presented in
the balance sheet net of the allowance for doubtful accounts. Contract
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 construction industry, and the
financial stability of its customers

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)


<PAGE>
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 has not been rendered or is subject to refund until such
time  that  the  Company and the customer jointly determine that the product has
been  delivered  or  services  has  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;  therefore,  this  guidance  will  not have an
immediate  impact  on  the  company's  financial  statements.


                                      F-12
<PAGE>
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.


Cash and Cash  Equivalents
--------------------------

For purposes of the statement of cash flows, cash equivalents include all highly
liquid  debt  instruments with original maturities of three months or less which
are  not  securing  any  corporate  obligations.

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  undercounted  cash  flows.  Should  an  impairment in value be
indicated,  the  carrying  value of intangible assets will be adjusted, based on
estimates  of  future  discounted 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.


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.


<PAGE>
Net  Loss  Per  Common  Share
-----------------------------

The  Company computes earnings 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 stock options and warrants (calculated
using the treasury stock method). During 2004 and 2003, 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.


Inventories
-----------

Inventory is stated at the lower of cost, using the average cost method, or
market. Components of inventories as of  September 30, 2004 are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>
                    Finished goods            $92,298
                                              -------
                    Total
                                              $92,298
                                              =======
</TABLE>


                                      F-13
<PAGE>
Liquidity
---------

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $28,917,091  for the year ended September 30, 2004. The Company's
current  liabilities  exceeded  its  current assets by $1,313,186, with cash and
cash  equivalents  of  $158,093  as  of  September  30,  2004.


Concentrations 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  related  party  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. There is
allowance for doubtful accounts of $65,516 established as of September 30, 2004.

Basic And Diluted Loss Per Share
--------------------------------

In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per common
share  is  computed by dividing net loss available to common stockholders by the
weighted  average  number  of common shares outstanding. Diluted loss per common
share  is  computed  similar  to  basic  loss  per  common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As of December 31, 2004 and 2003,
the  Company  had  outstanding  warrants to employees, investors and consultants
that  can  be  converted  into additional shares of common stock. These warrants
would  have  an  anti-dilutive  effect and therefore are not included in diluted
loss  per  share.

Comprehensive Income
--------------------

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components and accumulated balances.  Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments  by  owners  and  distributions to owners.  Among other disclosures,
SFAS  130  requires  that  all  items  that  are  required


<PAGE>
to  be  recognized  under  current  accounting  standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the  same  prominence  as other financial statements.  The Company does not have
any  items  of  comprehensive  income  in  any  of  the  periods  presented.

STOCK  BASED  COMPENSATION
--------------------------


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, 2004  and 2003
and  for  subsequent periods. The Company did not issue any stock-based employee
compensation  during  the  years  ended  September  30,  2004  and  2003.

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.  The information disclosed
herein  materially  represents  all  of the financial information related to the
Company's  principal  operating  segment.


                                      F-14
<PAGE>
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 value because of the short-term
maturity  of  these  instruments  or the stated interest rates are indicative of
market  interest  rates.

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

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


<PAGE>
Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
incurred.  The  Company  has  not incurred any advertising costs during the year
ended  September  30,  2004  or  2003.

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  April  2003,  the  FASB issued SFAS No. 149, "Amendments of Statement 133 on
Derivative  Instruments  and  Hedging  Activities,"  which  amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative  instruments  embedded  in other contracts and for hedging activities
under  SFAS  No. 133. This pronouncement is effective for contracts entered into
or  modified  after  June  30,  2003  (with certain exceptions), and for hedging
relationships  designated  after June 30, 2003. The adoption of SFAS No. 149 did
not  have  a material impact on the Company's consolidated financial statements.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  a  company  classifies  and  measures  certain
financial  instruments  with characteristics of both liabilities and equity, and
is  effective  for  public  companies as follows: (i) in November 2003, the FASB
issued FASB Staff Position ("FSP") No. 150-03, which defers indefinitely (a) the
measurement  and  classification  guidance  of  SFAS No. 150 for all mandatorily
redeemable  non-controlling  interests  in  (and  issued  by)  limited-life
consolidated subsidiaries, and (b) SFAS No. 150's measurement guidance for other
types  of  mandatorily  redeemable non-controlling interests, provided they were
created  before November 5, 2003; (ii) for financial instruments entered into or
modified  after  May  31,  2003 that are outside the scope of FSP No. 150-3; and
(iii)  otherwise,  at  the beginning of the first interim period beginning after
June  15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective
dates.  The adoption of this pronouncement did not have a material impact on the
Company's  results  of  operations  or  financial  condition.

In  December  2003,  the  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.

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 are 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.

In  November  2004,  the Financial Accounting Standards Board (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


                                      F-15
<PAGE>
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,  the  Financial  Accounting  Standards  Board  ("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 the fourth quarter of
fiscal  year  2005  and  thereafter.

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
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.

NOTE C - ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2004 consist of the followings:

<TABLE>
<CAPTION>
                                          2004
                                       ----------
<S>                                    <C>
Receivables for Service                $  245,747
Completed Contracts                        61,872
Contracts in Progress                           0
                                       ----------

Less: allowance for doubtful amounts       65,516
                                       ----------
                                       $  242,103
</TABLE>

NOTE D - UNCOMPLETED CONTRACTS

At September 30, 2004, costs, estimated earnings, and billings on uncompleted
contracts are summarized as follows:

<TABLE>
<CAPTION>
                                                     September 30, 2004
                                                    --------------------
<S>                                                 <C>
Costs incurred on uncompleted contracts
Estimated earnings                                     $163,252
                                                       ---------

Less: billings to date                                  (27,500)
                                                        --------


Costs and estimated earnings in excess of billings      135,752

Less: accruals on uncompleted contracts                 (38,230)
                                                        --------

                                                        $97,522
</TABLE>


                                      F-16
<PAGE>
NOTE E - IMPAIRMENT OF GOODWILL

The  Company  has  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 this
reporting  unit 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 believes that
the  fair  value  of  the  reporting  unit's goodwill has been reduced below its
carrying value. As a result, management performed an evaluation of the reporting
unit's  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 twelve months ended September 30, 2004, to reduce
the  carrying value of goodwill in this reporting unit 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.

NOTE F - DISCONTINUED OPERATIONS

In  June 2004, the 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  following  summarizes the assets and
liabilities  of  discontinued  operations  at  September  30,  2004:


     Assets:
     Cash and accounts receivable, net                $2,549,296
     Other assets                                         20,526
     Property and equipment, net                         132,068
                                                      ----------
     Total Assets                                     $2,701,890
                                                      ==========



     Liabilities:
     Accounts payable and accrued liabilities         $12,947,559
     Notes payable                                      1,197,465
     Capitalized lease payable                             48,091
     Due to related parties                               903,872
     Due to Entech / H.B. Covey                         3,297,095
                                                      -----------
     Total Liabilities                                $18,394,082
                                                      ===========


                                      F-17
<PAGE>
The  financial  statements reflect the operating results and balance sheet items
of  the  discontinued  operations  separately  from continuing operations. Prior
years  have been restated. Operating results for the discontinued operations for
the  twelve-month  periods  ended  September  30,  2004  and  2003  were:


                                         2004          2003
                                    -------------  --------------
     Revenue                        $ 20,893,299   $  36,319,745
     Expenses                        (33,992,163)    (36,865,927)
                                    -------------  --------------
     Net Income (Loss)              $(13,098,864)  $    (546,182)
                                    =============  ==============


NOTE G - PROPERTY AND EQUIPMENT

Major classes of property and equipment at September 30, 2004 consist of the
followings:

<TABLE>
<CAPTION>
<S>                                                                   <C>
     Transportation Equipment                                         $ 586,479
     Tools and Equipment                                                136,254
     Office Furniture                                                   198,095
                                                                      ----------
     Total                                                              920,828
     Less: Accumulated Depreciation                                    (643,826)
                                                                      ----------
     Net Property and Equipment                                       $ 277,002
                                                                      ==========
</TABLE>

Depreciation  expense  included  as  a charge to income amounted to $48,876  and
$139,064  for  the  years  ended  September  30,  2004  and  2003, respectively.


NOTE H - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2004, are as follows:

<TABLE>
<CAPTION>
                                                  2004
                                              ----------
<S>                                           <C>
     Accounts payable                         $  369,961
     Accrued interest                              2,301
     Accrued payroll and payroll taxes           233,857
     Due to formerly controlled subsidiaries   1,187,577
     Other                                       108,934
                                              ----------
     Total                                     1,902,630
                                              ==========
</TABLE>

NOTE I - 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").  The
Notes  would  be  convertible  into  common  stock of the Company at the rate of
$0.025  per  share (the "Conversion Price"), and would have a term of two years.
The Note would also bear interest at the rate of 8% per annum, and be secured by
a  first  lien  and  security  interest  on  all  assets  of the Company and its


<PAGE>
subsidiaries.  The  Company  shall have no right  to prepay the Note.   The note
holders  may  convert  the note at any time. In addition, the Company will issue
common  stock  purchase warrants to purchase 15 shares of common stock for every
$1.00  of  principal  borrowed  under  the  Note  Purchase Agreement. (the "Note
Warrants").  The  Note  Warrant  will have an exercise price of $0.15 per share,
and  a  term  of  five  years.


                                      F-18
<PAGE>
In  September 2004, the Company also entered into a registration right agreement
(the  "Registration  Rights  Agreement")  regarding  the  shares of common stock
underlying  the  Note Purchase Agreement and the Note Warrants (the "Registrable
Shares")  .  Pursuant  to  the  Registration Rights Agreement, the Company shall
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  shall 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 herein 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 the
date  hereof  through  two  years following the date hereof, 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, 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,  on  October  30, 2004, the Company began accruing a penalty at the
rate  of  36% per annum computed on the balance of the Note, which was $561,912.
Annual  interest  on  this  amount  at  36%  is  $202,288.

On  September  30,  2004,  the  Company  borrowed the sum of $561,912 via a Note
issued  pursuant to the Note Purchase Agreement, and the Company issued warrants
to purchase 8,428,680 shares of the Company's common  stock to the note holders.
The  Company  calculated  the  value of the beneficial conversion feature of the
Note  and  the  Note Warrants, which in the aggregate exceeded the amount of the
Note.  The  Company allocated the value of the Beneficial Conversion Feature and
the  Note  Warrants  to  the  value  of  the  note,  or  $173,021  and $388,891,
respectively,  for  a  total  of $561,912, which is treated as a discount to the
Note and will be amortized to interest expense over the term of the Note, or two
years.  Since the date of the Note is September 30, there was no amortization of
this  discount  during  the  twelve months ended September 30, 2004 and the book
value  of  the  Note,  net  of  the  discount,  is  $0  at  September  30, 2004.


NOTE J - CAPITAL STOCK

The  Company  has  authorized  10,000,000  shares of preferred stock, with a par
value  of  $0.001  per  share.  As  of  September  30,  2004, the Company has no
preferred  stock  issued and outstanding. The Company has authorized 100,000,000
shares  of  common  stock, with a par value of $0.001 per share. As of September
30,  2004,  the  Company  has  25,792,658  shares  of  common  stock  issued and
outstanding.

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. Total of 67,824 shares of acquired
companies  were  canceled  subsequent  to  the  acquisition.  The  Company also,
canceled 500 shares of treasury stock for $1,250,000 relating to CPI development
Inc.


<PAGE>
On  January  21,  2004,  the  Company completed Capital Stock Exchange Agreement
("Agreement")  with  Cyber  Public  Relations,  Inc.  ("Cyber"  or "Company") 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 was 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.

In  January  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
represents  the  fair value of the stock issued, which did not differ materially
from  the  value of the services rendered.


                                      F-19
<PAGE>
In March 2004, the Company issued an aggregate of 250,000 shares of common stock
to  an individual providing public market relations services at $1.50 per share,
which  represents  the  fair  value  of  the  stock issued, which did not differ
materially  from  the  value  of  the  services  rendered.


In  September  2004,  the  Company  issued 6,400,000 shares of common stock to 6
directors  and  members  of  management  at  $0.16  per  share  as  incentive
compensation, which represents the fair value of the stock issued, which did not
differ  materially  from  the  value  of  the  services  rendered.


In  September  2004,  the  Company  issued  976,252  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 $976 to additional
paid-in  capital.

During  the year ended September 30, 2004 the Company issued 3,715,574 shares of
common  stock  in  exchange  for  $  2,412,256  of previously incurred debt. The
Company also issued an aggregate of 4,085,832 shares of common stock in exchange
for  $5,356,248  net  of  costs  and  fees.


NOTE K - STOCK OPTIONS AND WARRANTS

The  following  table  summarizes  the  changes  in warrants outstanding 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.


<PAGE>
                  Warrants Outstanding           Warrants Exercisable
                  --------------------           --------------------
                                                 Weighed                Weighted
                                                 Average                 Average
Exercise                  Weighted Average      Exercise                Exercise
--------     Number     Remaining Contractual   --------     Number     --------
 Prices    Outstanding       Life (Years)         Price    Exercisable    Price
 ------    -----------       ------------         -----    -----------    -----
    $1.00    3,150,000          4.33            $    1.00    3,150,000   $ 1.00
     1.10      475,375          4.33                 1.10      475,375     1.10
     2.00    2,000,000          4.33                 2.00    2,000,000     2.00
     2.50      400,000          2.38                 2.50      400,000     2.50
     3.00      400.000          2.38                 3.00      400,000     3.00
     4.00    1,000,000          4.33                 4.00    1,000,000     4.00
     6.00    1,000,000          4.33                 6.00    1,000,000     6.00
     0.15    8,428,680          5.00                 0.15    8,428,680     0.15
           -----------          ----            ---------  -----------  -------
            16,854,055          4.32            $    1.25   16,854,055  $  1.25
           ===========          ====            =========  ===========  =======




Transactions involving warrants are summarized as follows:


                                            Weighted Average
                                        Number of Shares  Price Per Share
                                        ----------------  ---------------
     Outstanding at September 30, 2003          -         $       -
                                        ================  ===============
        Granted                             16,854,055    $      1.25
        Exercised                               -                 -
        Canceled or expired                     -                 -
                                        ----------------  ---------------
     Outstanding at September 30, 2004      16,854,055           1.25
                                        ================  ===============

The  Company did not grant any compensatory warrants to non-employees during the
period  ended  September 30, 2004 and all previously granted warrants were fully
vested  at the grant date. Accordingly, no expense was charged to operations for
the  period  ended  September  30,  2004.

The weighted-average fair value of stock options granted to non-employees during
The  years  ended  September  30,  2004  and  the  weighted-average  significant
assumptions  used  to  determine those fair values, using a Black-Scholes option
pricing  model  are  as  follows:


                                                                     2004
                                                                     ----

          Significant assumptions (weighted average)

            Risk-free interest rate at grant date                    3.75%

            Expected stock price volatility                           428%

            Expected dividend payout                                    0

            Expected option life-years based on contractual
              expiration dates                                          5


                                      F-20
<PAGE>
NOTE L - RELATED PARTY TRANSACTIONS

The Company leases warehouse space from a related party at a monthly rental of
$4,500.00 subject to annual increments of 4 percent.

The Company has outstanding a note payable in the amount of $50,000 to a related
party.  The  note  is  non  interest-bearing,  and  is  payable  upon  demand.

NOTE  M-  MAJOR  CUSTOMERS

Revenue from the Company's three major customers approximated $680,000 or 40% of
sales  for  the  year ended September 30, 2004. Revenue from the Company's three
major  customers  approximated  $524,000  or  40%  of  sales  for the year ended
September  30,  2003.


<PAGE>
NOTE  N  -  COMMITMENTS  AND  CONTINGENCIES


   Leases
   ------

THE COMPANY  LEASES
ITS  OFFICE  IN POMONA, CALIFORNIA ON A MONTH-TO-MONTH BASIS AT A RATE OF $1,400
PER MONTH.   The Company leases warehouse space from a related party at a
monthly rental of $4,500.00 subject to annual increments of 4 percent.RENT
EXPENSE  INCLUDING THESE AND OTHER SHORT-TERM RENTALS AMOUNTED
TO  A  TOTAL OF $87,275   AND $36,595 FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND
2003  ,  RESPECTIVELY.


   CONSULTING AGREEMENTS
   ---------------------

The  Company  has  consulting  agreements  with  outside  contractors to provide
marketing  and  financial advisory services.  The Agreements are generally for a
term  of  12 months from inception and renewable automatically from year to year
unless  either  the  Company or Consultant terminates such engagement by written
notice.

   Litigation
   ----------

GRW  Equipment,  Inc  filed complaint against the Company and its formerly owned
subsidiary,  CPI  Development, Inc. in San Bernardino County Superior 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.

Northwest  Pump  &  Equipment  Co.  filed  complaint against the Company and its
formerly  owned  subsidiary,  CPI Development, Inc. in San Diego County Superior
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.


Commercial  Petroleum  Equipment  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. The Company believes that it
has  meritorious  defenses  to  the plaintiff's claims and intends to vigorously
defend  itself  against  the  Plaintiff's  claims.


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. The Company believes that it
has  meritorious  defenses  to  the plaintiff's claims and intends to vigorously
defend  itself  against  the  Plaintiff's  claims.

Sanborn  &  Sine  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.  The  Company  believes that it has
meritorious  defenses to the plaintiff's claims and intends to vigorously defend
itself  against  the  Plaintiff's  claims.


West  Coast  Sand  &  Gravel,  Inc  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. 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's  former  Chief Executive Officer has asserted a claim against the
Company  alleging  a  breach  of  contract.  The  Company  believes  that it has
meritorious  defenses  to  the former officer's claims and intends to vigorously
defend  itself  against  the  assertions.


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.


NOTE O - INCOME TAXES

The Company has 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  $14,900,000  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 $5,215,000.
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.


Components of deferred tax assets as of September 30, 2004 are as follows:

<TABLE>
<CAPTION>
          Non Current:
<S>                                                           <C>
                 Net operating loss carryforward              $  5,215,000
                 Valuation allowance                            (5,215,000)
                                                              -------------
                 Net deferred tax asset                       $     0    -
                                                              =============
</TABLE>


                                      F-22
<PAGE>
NOTE  P  -  LOSSES  PER  COMMON  SHARE


The  following  table  presents  the computations of basic and dilutive loss per
share:


<PAGE>
<TABLE>
<CAPTION>
                                            2004          2003
                                        -------------  -----------
<S>                                     <C>            <C>
Net loss available to common
shareholders                            $(28,917,091)  $ (456,679)
                                        =============  ===========
Basic and fully diluted loss per share  $      (2.89)  $    (0.05)
                                        =============  ===========
Weighted average common shares
outstanding                               10,018,691    8,865,000
                                        =============  ===========
</TABLE>


NOTE  Q  -  GOING  CONCERN  MATTERS

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. As shown in the accompanying
financial  statements  during  the  years  ended  September 30, 2004 the Company
incurred  a  loss from continuing operations of $ 15,818,227 and during the year
ended  September  30,  2003  the  Company  generated a profit from operations of
$93,316????. In addition, the Company is currently in default under the terms of
certain  notes  payable obligations (see Note J). These factors among others may
indicate  that  the  Company will be unable to continue as a going concern for a
reasonable  period  of  time.


The Company is actively pursuing additional equity financing through discussions
with  investment  bankers  and private investors.  There can be no assurance the
Company  will be successful in its effort to secure additional equity financing.


If  operations  and  cash  flows  continue  to  improve  through  these efforts,
management  believes  that  the  Company  can  continue to operate.  However, no
assurance  can  be  given  that  management's  actions will result in profitable
operations  or  the  resolution  of  its  liquidity  problems.


The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable  operations  and  resolve  its  liquidity  problems.  Management
anticipates  the Company will attain profitable status and improve its liquidity
through  the  continued  developing,  marketing  and selling of its services and
additional  equity  investment  in  the  Company.  The  accompanying


<PAGE>
consolidated  financial  statements  do  not  include any adjustments that might
result  should  the  Company  be  unable  to  continue  as  a  going  concern.


                                      F-23
<PAGE>