Unassociated Document

0001144204-08-033767.txt : 20080605 0001144204-08-033767.hdr.sgml : 20080605 20080605115715 ACCESSION NUMBER: 0001144204-08-033767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTECH ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001066923 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 980222013 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32249 FILM NUMBER: 08882357 BUSINESS ADDRESS: STREET 1: 3233 GRAND AVENUE STREET 2: .SUITE N-353 CITY: CHINO HILLS STATE: CA ZIP: 91709-1489 BUSINESS PHONE: 8668153951 MAIL ADDRESS: STREET 1: 3233 GRAND AVENUE STREET 2: .SUITE N-353 CITY: CHINO HILLS STATE: CA ZIP: 91709-1489 FORMER COMPANY: FORMER CONFORMED NAME: CYBER PUBLIC RELATIONS INC DATE OF NAME CHANGE: 20010111 8-K 1 v116667_8k.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 31, 2008

ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

000-32249		98-0222013
(Commission File Number)		(IRS Employer Identification No.)

A-4F Tongxinge, Xietong Building, Gaoxin 2^nd Road, Xi’an, China		710065
(Address of Principal Executive Offices)		(Zip Code)

011-86-29-88386415

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On May 31, 2008, Shaanxi Tianren Organic Food Co., Ltd. (“Tianren”), a 99% owned subsidiary of Pacific Industry Holding Group Co., Ltd., which in turn is a wholly owned subsidiary of the Registrant, entered into a Stock Transfer Agreement with Shaanxi Hede Venture Capital Management Co., Ltd. (“Hede”). Under the terms of the Stock Transfer Agreement, Hede agreed to transfer all its stock ownership of Huludao Wonder Fruit Co., Ltd. to Tianren for a total price of RMB 48,250,000 or approximately $6,952,450 (U.S. dollars) based on the exchange rate as of May 31, 2008 published by the Federal Reserve Statistical Release.

The sale is expected to be closed on June 10, 2008 when the total payment of RMB 48,250,000 is made.

The foregoing is a summary of the terms and conditions for the “Stock Transfer Agreement,” and is qualified in its entirety by the terms and conditions set forth in the agreement itself, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Stock Transfer Agreement, dated as of May 31, 2008, by and between Shaanxi Tianren Organic Food Co., Ltd. and Shaanxi Hede Venture Capital Management Co., Ltd. (The attached exhibit is an English translation of the original Supplement, which is written in Chinese.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 5, 2008


	ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

	By:	/s/ Yongke Xue
		Yongke Xue,
		Chief Executive Officer

EX-10.1 2 v116667_ex10-1.htm Unassociated Document

Exhibit 10.1

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT ("agreement") is entered into as of the May 31, 2008, by and between Shaanxi Hede Venture Capital Management Co., Ltd. ("seller") and Shaanxi Tianren Organic Food Co., Ltd. (the "purchaser").

NOW, in consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the parties hereto do hereby agree as follows:

1. Transfer of Shares. Hereby the seller agrees to transfer its own 100% stock ownership of Huludao Wonder Fruit Co., Ltd. (hereinafter referred to as “Huludao Wonder Company”) to the purchaser. The purchaser agrees to buy the 100% stock ownership of Huludao Wonder Company owned by the seller.

2. Price and Payment. The total price of the transferred stock is RMB 48,250,000 and the payment should be made within 7 working days after this agreement is signed.

3. Rights and Regulations. The purchaser will hold the rights and regulations as the shareholder of Huludao Wonder Company after this stock transfer and reassignment of the stock are finished.

4. Representations, Warranties and Covenant.

(1) The seller hereby represents and warrants to the purchaser that when signing this agreement:

The information and statement about the assets, machines and equipment and affiliated facilities of Huludao Wonder Company provided by the seller are true and that no material facts have been misstated.

(2) The purchaser hereby represents and warrants to the seller that when signing this agreement

the payment should be made according to this agreement.

(3) The seller should make the effort to cooperate with the related parties e.g. Bank and Business Administration Agencies or Tax Agencies at all levels to accelerate the operation of Huludao Wonder Company.

5. Breach of Agreement.

Each party shall fully and duly perform its obligations under this agreement. In the event that one party violates any clause, representation, guarantee or covenant of this agreement, it shall compensate 30% of the total purchase price to the other party for its breach of contract.

6. Applicable Law and Dispute Resolution.

(1)	The execution, effectiveness, interpretation, enforcement and resolution or this agreement and disputes arising from or of this agreement shall be subject to PRC laws and administrative regulations.

(2)	Any disputes arising from or related to this agreement shall be resolved through friendly negotiation first.

(3)	In the event no settlement is achieved after friendly negotiation, such disputes may be submitted to the local People’s Court.

7. Miscellaneous.

(1) This agreement will come into effect since the date that this agreement was signed.

(2) This agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements.

(3) The failure of either party to perform all or part of the obligations under the agreement due to force majeure (including but not limited to the change of law and related policy) shall not be deemed as breach of contract.

(4) This agreement may be amended or modified only by an instrument in writing duly executed by both parties.

(5) This agreement is executed in Chinese and in two originals.

Shaanxi Hede Venture Capital Management Co., Ltd.

CEO: Yongke Xue

Shaanxi Tianren Organic Food Co., Ltd.

CEO: Hongke Xue