SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 22, 2012

ENTECH SOLAR, INC.

(Exact Name of Registrant as specified in charter)

Delaware	001-34592	33-0123045

(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

13301 Park Vista Boulevard, Suite 100, Fort Worth, Texas	76177
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 817/ 224-3600

N/A

(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:

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

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

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

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

ITEM 2.03.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On each of February 22, 2012 and February 23, 2012, Entech Solar, Inc. (the “Company”) issued a Convertible Promissory Note in favor of The Quercus Trust (“Quercus”). The first note, issued on February 22, 2012, was in the principal amount of $200,000 (“Note One”), and the second note, issued on February 23, 2012, was in the principal amount of $100,000 (“Note Two”, and together with Note One, the “Notes”). The Notes do not bear interest and are payable on demand. At any time prior to the payment in full of each Note, Quercus may, at its option, convert the principal amount of such Note into the Company’s common stock, par value $0.001 (the “Common Stock”), at a price per share equal to $0.044 in the case of Note One and $0.04 in the case of Note Two, subject to adjustment for stock splits, stock dividends, combinations, reorganizations and like transactions.

The preceding discussion is qualified in its entirety by, and is subject to, the full text of the Notes, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Quercus is a family trust of which David Gelbaum is a trustee. Mr. Gelbaum is the Chief Executive Officer of the Company and Chairman of its Board of Directors.

In connection with the foregoing issuances, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering either Note. Each Note was issued to a single person, who is an accredited investor, and transfer is restricted by the Company in accordance with the requirements of the Securities Act.

ITEM 3.02.

UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosure in Item 2.03 of this Form 8-K is incorporated by reference into this Item 3.02.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits.

Exhibit Number		Description of Exhibit
10.1		Convertible Promissory Note, dated February 22, 2012, issued by Entech Solar, Inc. in favor of The Quercus Trust.
10.2		Convertible Promissory Note, dated February 23, 2012, issued by Entech Solar, Inc. in favor of The Quercus Trust.

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.

ENTECH SOLAR, INC.

By:	/s/ Shelley Hollingsworth
	Chief Financial Officer

Dated: February 27, 2012

Exhibits.

Exhibit Number		Description of Exhibit
10.1		Convertible Promissory Note, dated February 22, 2012, issued by Entech Solar, Inc. in favor of The Quercus Trust.
10.2		Convertible Promissory Note, dated February 23, 2012, issued by Entech Solar, Inc. in favor of The Quercus Trust.

ENTECH SOLAR, INC. 8-K