0001363598-25-000006.txt : 20251021
0001363598-25-000006.hdr.sgml : 20251021
20251021121700
ACCESSION NUMBER: 0001363598-25-000006
CONFORMED SUBMISSION TYPE: 1-A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20251021
DATE AS OF CHANGE: 20251021
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Entrex Carbon Market, Inc.
CENTRAL INDEX KEY: 0001363598
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712]
ORGANIZATION NAME: 07 Trade & Services
EIN: 842099590
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 1-A
SEC ACT: 1933 Act
SEC FILE NUMBER: 024-12678
FILM NUMBER: 251406003
BUSINESS ADDRESS:
STREET 1: 150 EAST PALMETTO PARK EIGHTH FLOOR
CITY: BOCA RATON
STATE: FL
ZIP: 33432
BUSINESS PHONE: 8774368739
MAIL ADDRESS:
STREET 1: 150 EAST PALMETTO PARK EIGHTH FLOOR
CITY: BOCA RATON
STATE: FL
ZIP: 33432
FORMER COMPANY:
FORMER CONFORMED NAME: UHF Logistics Group, Inc.
DATE OF NAME CHANGE: 20110531
FORMER COMPANY:
FORMER CONFORMED NAME: Regal Group, Inc.
DATE OF NAME CHANGE: 20100830
FORMER COMPANY:
FORMER CONFORMED NAME: Regal Life Concepts, Inc.
DATE OF NAME CHANGE: 20080114
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Stephen Watkins
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PART II AND III
2
20251021_1A.txt
TXT OF FILING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
Entrex Carbon Market, Inc.
150 East Palmetto Park, Suite 800
Boca Raton, FL 33432
Telephone: 877-4EN-TREX
5031
84-2099590
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Entrex Carbon Market, Inc.
Maximum combined offering of $19,999,999 consisting of Common Stock
[Quantity of Shares to be Determined at Qualification]
Entrex Carbon Market, Inc. (?ENTREX?, ?Entrex? or the ?Company?) is
offering a combined maximum amount of $19,999,999 of Common Stock
(?Stock? or ?Shares on a ?no minimum/best efforts? basis (the ?
Offering?). The Offering will terminate on the earlier of 12 months
from the date this Offering Circular is qualified for sale by the
Securities Exchange Commission (?SEC?) (which date may be extended
for an additional 90 days in our sole discretion) or the date when
all Shares have been sold. This Offering is a fixed price offering
of shares of common stock [quantity to be determined at time of
qualification of the Regulation A (?RegA?) offering] at the fixed
price of $ [shares to be priced at time of qualification of the Reg
A offering] per share for a total offering amount up to
$19,999,999. The Company intends to file ongoing ?current
information? as that term is defined by the Securities Act, in
order to continue to trade publicly and to remain current in its
required periodic filings. This Offering is being made directly by
the Company and is not currently being offered through an
underwriter or broker dealer. As a result, the Company does not
anticipate incurring or paying any sales commissions to any third
parties for the sale of this Offering. This is a Tier 1 Regulation
A offering. Upon SEC qualification and subsequent sale, the
securities will be issued through our transfer agent, added to the
records of our existing shareholders, and deposited with Cede &
Company as freely tradable shares of the Company?s
authorized stock.
The Entrex Carbon Market?s mission is to buy fully assembled and
operational Bitcoin mining facilities from development partners.
This strategic approach mitigates risks and leverages the expertise
of partners who have previously managed and facilitated roll-ups
of diversified industries. Entrex?s innovative model not only
addresses significant pain points in both industries but also
offers substantial financial returns and environmental benefits
through carbon offsets. Entrex Carbon Market projects focus on
acquisitions that produce positive cash flow, environmental
benefits, and positive tax advantages.
Originally incorporated in Nevada in 2005, and rebranded as Entrex
Carbon Market, Inc. following the 2022 acquisition of Entrex Carbon
Market, LLC.
This Offering is being conducted on a ?best efforts? basis, with no
minimum. The following illustrates certain important information
regarding the sale of this Offering.
Price to public
Underwriting discount or commissions1
Proceeds to Issuer2
Proceeds to other persons
Per Share/Unit
$
TBD
$
0
$
TBD
$
0
Total Minimum
$
0
$
0
$
0
$
0
Total Maximum
$
TBD
$
1,999,999
$
17,950,000
$
0
Footnotes to table:
1. The Company is offering the Shares in this public Reg A offering
on a ?best efforts? basis solely through the Company?s officers
and directors. The Company?s officers and directors are not
entitled to receive any discounts or commissions for selling such
Shares, but may be reimbursed for reasonable expenses they incur,
if any.
2. If the Offering is consummated and all Shares offered are hereby
sold, the gross proceeds from the sale of those Shares at $[to be
priced at time of qualification of the Reg A offering] would be
$19,999,999 and the net proceeds would be approximately
$19,949,999, after giving effect to estimated expenses in
connection with the Offering of approximately $50,000, including,
but not limited to, printing and copying costs, legal fees,
accounting fees, filing fees, postage, and other miscellaneous
costs and expenses, including meeting expenses. Notwithstanding the
foregoing, the Company can provide no assurances as to the total
number of Shares that may be sold or the amount of expenses to be
paid. The net proceeds to the issuer will be equal to and no more
than $17,950,000.
For further information about the Stock being sold in this Offering
please see the section named The Offering on page 3 below and the
section named Terms of the Offering on page 10 below.
This Offering is made pursuant to Tier 1 of Regulation A+ of the
Securities Act of 1933.
This Offering is a highly speculative investment and involves a
high degree of risk. As a result, this Offering should only be
considered by persons who can afford to lose their entire
investment.
FOR MORE INFORMATION ABOUT THE RISKS ASSOCIATED WITH THIS OFFERING,
PLEASE REVIEW THE ?RISK FACTORS? ON PAGES 3 THROUGH 6 OF BELOW.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS
UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED
OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION
MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS
NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED
ARE EXEMPT FROM REGISTRATION.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(THE ?COMMISSION?), NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Proceeds from the Offering shall be released to the Company when
received and no escrow shall be created for this offering. The
Company will pay all of the expenses of the Offering.
THIS OFFERING CIRCULAR FOLLOWS THE OFFERING CIRCULAR FORMAT
DESCRIBED IN PART II OF SEC FORM 1-A.
The estimated offering expenses of $50,000 include printing and
copying costs of $3,000, legal fees of $40,000, accounting fees of
$5,000, transfer agent fees of $1,000 and miscellaneous costs and
expenses, including potential travel and entertainment expense for
potential investor meetings. All of these expenses are estimates
only and the actual offering expenses may be higher or lower than
anticipated.
Once a subscriber?s subscription agreement has been received by the
Company, it may not be revoked. All proceeds from the sale will be
immediately provided to the Company.
ALL FUNDS SHALL BE RELEASED TO THE COMPANY AS THIS OFFERING IS SOLD.
NO MINIMUM AMOUNT MUST BE RAISED BEFORE THE OFFERING IS CLOSED. THE
PRINCIPAL PURPOSE OF THIS OFFERING IS TO FUND ENTREX?S MINING
ACQUISITION PROJECTS.
Possible subscribers should only rely on the information contained
in this Offering Circular when making a decision to purchase the
Shares. No one else is authorized to provide possible subscribers
with different information. The Company is not offering to sell nor
soliciting an offer to buy the Shares in any state or to any
person where the offer or solicitation is prohibited.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
OFFERING CIRCULAR AS LEGAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE
INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN ATTORNEY, BUSINESS
ADVISER AND TAX ADVISER AS TO LEGAL, BUSINESS, TAX AND RELATED
MATTERS CONCERNING THE SHARES.
ITEM 2. TABLE OF CONTENTS
SUMMARY
1
REGULATION A+
2
THE OFFERING
2
RISK FACTORS
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
6
DILUTION
6
PLAN OF DISTRIBUTION
7
USE OF PROCEEDS
7
TERMS OF THE OFFERING
7
BUSINESS
8
DESCRIPTION OF PROPERTY
9
MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
9
DIRECTORS, EXECUTIVE OFFIDERS AND SIGNIFICANT EMPLOYEES
11
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
12
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
13
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
13
SECUITIES BEING OFFERED
13
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
14
ADDITIONAL INFORMATION
15
This summary highlights information contained elsewhere in this
Offering Circular and is qualified in its entirety by the more
detailed information and financial statements appearing elsewhere
or incorporated by reference in this Offering Circular. This summary
does not contain all of the information that you should consider
before deciding to invest in our securities. You should read this
entire Offering Circular carefully, including the ?Risk Factors?
section, our historical consolidated financial statements and the
notes thereto, and unaudited pro forma financial information, each
included elsewhere in this Offering Circular. Unless the context
requires otherwise, references in this Offering Circular to ?the
Company,? ?we,? ?us? and ?our? refer to Entrex Carbon Market, Inc.
SUMMARY
This summary highlights information contained elsewhere in this
offering circular. This summary does not contain all of the
information that you should consider before deciding whether to
invest in Shares or Redeemable Preferred Stock. You should carefully
read this entire offering circular, including the information under
the heading ?Risk Factors? and all information included in this
offering circular.
Issuer.
Originally incorporated in Nevada in 2005, and rebranded as Entrex
Carbon Market, Inc. following the 2022 acquisition of Entrex Carbon
Market, LLC. Our principal executive offices are located at 150 East
Palmetto Park Road, Suite 800, Boca Raton, FL 33432.
As of the date of this Offering Circular, we anticipate acquiring an
initial group of cash flowing units that have completed, or are in,
a proof of operations period. Based on information provided by
sellers and subject to third party review, historical unit level
net income has generally fallen within a broad range. For
illustration only, initial units reviewed to date have shown annual
net income in a range of approximately 40,000 to 100,000 per unit,
although actual results may be higher or lower and there can be no
assurance that any unit will achieve similar outcomes.
To execute our near-term acquisition pipeline, we expect total
capital requirements to be on the order of one hundred million
dollars, with the ultimate amount depending on the number of
eligible units we elect to acquire, market conditions, equipment
availability, and the pace of deployments. The timing and sequence
of acquisitions will depend on the availability of financing,
acceptable purchase terms, and satisfactory completion of our
diligence.
We have entered framework arrangements with multiple independent
developers that source and operate mobile bitcoin mining units
powered by natural gas. Under these arrangements, and subject to
definitive agreements, we intend to acquire units that have
demonstrated operations over a proof period and that meet our return
thresholds. Purchase prices are expected to be based primarily on a
multiple of demonstrated trailing net income following third party
review, though actual terms may vary by transaction.
Equipment specifications, unit counts, and deployment schedules may
change as we evaluate opportunities and as market conditions evolve.
We may substitute equipment, adjust quantities, or modify deployment
timing to optimize returns. Additional details regarding our business
model and acquisition process are provided under ?Business? and ?
Management?s Discussion and Analysis,? and our expected allocation of
proceeds is described under ?Use of Proceeds.?
The Company currently maintains contractual relationships with three
independent developers and is in the process of finalizing a fourth.
These developers may serve as sources for the acquisition of units.
The Company reserves the right to add or remove developers and to
modify the components of the units where such changes are expected
to enhance returns for investors and shareholders.
The Company is an ?emerging growth company,? as defined in the
Jumpstart Our Business Startups Act of 2012 (the ?JOBS Act?).. and,
for so long as we are an emerging growth company, are eligible to
take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are
not emerging growth companies. These include, but are not limited to:
?
Not being required to comply with the auditor attestation
requirements in the assessment of our internal control over financial
reporting;
?
Not being required to comply with any requirement that may be adopted
by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditors? report providing
additional information about the audit and the financial statements;
?
Reduced disclosure obligations regarding executive compensation; and
?
Exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
The Company is an ?emerging growth company? as defined under the JOBS
Act. We qualify for and intend to take advantage of the reduced
disclosure and compliance requirements available to emerging growth
companies, until such time as we no longer qualify under applicable
SEC rules.
In addition, Section 107 of the JOBS Act provides that an emerging
growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as
amended (the ?Securities Act?), for complying with new or revised
accounting standards. In other words, an emerging growth company can
delay the adoption of certain accounting standards until those
standards would otherwise apply to public companies.
The Company is offering Class 'A' Common Stock in a Regulation A
offering for a period of 12 months, with an option to extend the
offering by an additional 90 days at the Company's discretion. The
offering will remain open until the earlier of (i) the sale of the
maximum number of shares offered, or (ii) the expiration of the
offering period, including any extension.
REGULATION A+
We are offering our Shares and Shares pursuant to recently adopted
rules by the SEC mandated under the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. These offering rules are often referred
to as ?Regulation A+.? We are relying upon ?Tier 1? of Regulation A+
, which allows us to offer of up to $20 million in a 12-month period.
In addition to qualifying a Regulation A offering with the SEC, we
must register or qualify the Tier 1 offering in any state in which
we seek to offer or sell securities pursuant to Regulation A.
THE OFFERING
Common Stock
We are offering shares of Common Stock [quantity and pricing to be
determined at Reg A offering qualification].
Use of Proceeds
We estimate that the net proceeds we will receive from this offering
will be approximately $19,999,999 if all Shares are sold.
We plan to use the majority of the net proceeds from this offering
to fund the acquisition of mining operations and to support key
ENTREX projects that are integral to our business strategy. Any
remaining funds will be used to support existing operations, hire
new personnel, and finance sales, marketing, and other revenue-
generating initiatives, as well as for working capital.
Liquidity:
This is a Tier 1, Regulation A offering where the offered securities
will not be listed on a registered national securities exchange
upon qualification. This offering is being conducted pursuant to an
exemption from registration under Regulation A of the Securities Act
of 1933, as amended. After qualification, we may apply for these
qualified securities to be eligible for quotation on an alternative
trading system or over-the-counter market, if we determine that such
a market is appropriate given the structure of the Company and our
business objectives.
Risk Factors:
An investment in the Shares involves certain risks. You should
carefully consider the risks above, as well as other risks described
under ?Risk Factors? in this offering circular before making an
investment decision. This document does not contain all the risks
involved in investing in the company. All risks should be considered
before further action.
RISK FACTORS
This offering is being made pursuant to Regulation A under the
Securities Act of 1933, as amended. This offering is not registered
under the Securities Act, nor is it required to be. Potential
investors should carefully read this offering circular before making
any investment decision. The securities described herein are not
FDIC-insured, and investors should be prepared to lose their entire
investment.
Investing in our Shares involves a high degree of risk. You should
carefully consider each of the following risks, together with all
other information set forth or incorporated by reference in this
Offering Circular, including, but not limited to, the consolidated
financial statements and the related notes, before making a decision
to buy our securities. If any of the following risks actually
occur, our business could be harmed.
RISK FACTORS REGARDING OUR COMPANY AND BUSINESS
Investments in small public companies are often risky.
Small public companies may depend heavily on a single customer,
supplier, or key employee whose departure would seriously damage
the company?s profitability. Demand for the Company?s products and
services may be seasonal, cyclical, or tied to broader economic
conditions. The Company may also face intense competition from
larger, better-capitalized enterprises that can negotiate better
terms with suppliers, achieve scale economies, and fund larger
marketing initiatives. In addition, as a publicly traded microcap
issuer, our stock may be thinly traded and subject to significant
volatility, which can compound business risks by limiting our
ability to access capital markets on favorable terms.
Furthermore, we could face risks from lawsuits, evolving
governmental regulations, compliance obligations, and other
potential impediments to growth.
The Company has limited operating history.
Although the Company is already a public reporting entity,
it has only a limited history of operating its current line
of business. We are still in the early stages of executing our
business plan, and there can be no assurance that we will ever
operate profitably. The likelihood of success should be
considered in light of the problems, expenses, difficulties,
complications, and delays commonly faced by companies with
limited operating history, as well as the risks inherent in
scaling a public microcap company.
As a public company with limited resources, we face additional
challenges in maintaining compliance with SEC and OTC Markets
reporting requirements. Any failure to timely file required
reports or maintain adequate internal controls could further
harm investor confidence and our ability to raise additional
capital.
We are in a development stage and may be adversely affected
by the business and regulatory challenges of our sector.
Although we are a publicly traded company, we remain in the
early stages of executing our current business plan.
The Company has limited capitalization and working capital,
making us highly dependent on raising additional funds to
grow and expand our operations. Our ability to move forward
with our objectives ? including the acquisition and management
of mobile Bitcoin mining facilities powered by stranded natural
gas wells ? depends on the success of this and other capital
offerings. If we are unable to secure sufficient working
capital, we may be forced to delay or abandon portions of our
business plan, including the deployment of energy-efficient
mining facilities. As a public company, we also face ongoing
costs of regulatory compliance and reporting, which further
strain limited capital resources. Any failure to raise
adequate funding or manage compliance obligations could
materially harm our financial condition, operations, and
prospects.
The Company may need additional capital, which may not be
available.
We expect to require additional capital to pursue our
business objectives and fund ongoing operations. Market
conditions, investor sentiment toward public microcap
companies, and our financial condition at the time we
seek additional funding may prevent us from obtaining the
necessary capital on favorable terms, or at all. If we
are unable to secure adequate financing, we may be unable
to repay obligations when due, or may be forced to
significantly delay or scale back our development,
acquisitions, and expansion efforts. Even if we are able
to raise capital, it may be on unfavorable terms, including
the issuance of securities at prices that could cause
substantial dilution to existing stockholders or through
debt instruments with restrictive covenants. There is no
assurance that additional financing will be available when
needed, or on acceptable terms. If adequate funds are not
available, we may be forced to curtail or cease certain
operations, which could materially and adversely affect
our business and results of operations.
The issuance of additional equity securities in this offering
and in the future will dilute the ownership of existing
stockholders.
We are conducting this offering by issuing additional shares
of our common stock. The issuance of new shares will dilute
the percentage ownership of existing stockholders and may
adversely affect the market price of our common stock. Future
issuances of equity securities, whether in subsequent
Regulation A offerings, private placements, or other
transactions, will further dilute the ownership interests of
existing investors.
Because we are raising capital primarily through the issuance
of equity, investors should expect that their ownership
percentage may be diluted over time. This dilution could be
substantial and may occur at a time or at prices that are
unfavorable to existing stockholders.
We are dependent on the sale of our securities to fund our
operations and will remain so until we generate sufficient
revenues to pay for our operating costs:
Our operating activities are not yet self-sustaining, and we
will continue to rely on proceeds from the sale of our
securities to finance operations unless and until we generate
sufficient revenues to cover ongoing expenses. While our
officers and directors may choose to provide support in the
future, they have made no commitments to supply liquidity in
the form of cash advances, loans, or guarantees.
There is no assurance that we will be able to sell enough
securities to meet our operating and capital requirements. If
we cannot generate sufficient funds from equity sales or
revenues, we may be forced to curtail or cease operations. No
known alternative sources of funding are available in the
event we are unable to raise sufficient capital from this
offering or future offerings.
The Company?s management has broad discretion in how the
Company use the net proceeds of an offering.
We intend to use proceeds from this offering for general
corporate purposes, including acquisitions, working capital,
and operational expenses. However, our management has broad
discretion in determining the specific allocation of net
proceeds, and investors will have limited ability to influence
how funds are deployed.
There can be no assurance that management?s application of the
offering proceeds will produce positive returns or achieve our
stated business objectives. If the proceeds are not applied
effectively, our business, financial condition, and results of
operations could be adversely affected.
The Company may not be able to manage its potential growth.
Our business plan contemplates significant expansion through
the acquisition and management of multiple Bitcoin mining
facilities. There can be no assurance that we will achieve
this expansion or that we will be able to manage it effectively
if achieved. Rapid growth, if it occurs, could place a
substantial strain on our management, financial resources,
internal controls, and operational infrastructure. To support
any material increase in operations, we will need to implement
additional systems, procedures, and controls, and expand our
finance, administrative, and operations staff. As a public
company, we must also maintain adequate internal controls and
timely SEC/OTC reporting, which may further burden limited
resources. If our personnel, systems, or processes are
inadequate to support future operations, our business,
financial condition, and results of operations could be
materially and adversely affected.
The Company faces significant competition in the Bitcoin
mining industry.
We compete with both public and private companies engaged in
Bitcoin mining, many of which have greater financial resources,
more advanced technology, or access to lower-cost energy
sources than we do. Some competitors may also benefit from
economies of scale, preferential equipment supply arrangements,
or established investor bases that provide them with more
reliable access to capital. If the market favors these
competitors, we may experience reduced profitability,
difficulty acquiring new facilities, or challenges attracting
investment. The competitive environment in the Bitcoin mining
industry could adversely affect our ability to execute our
business plan, raise additional capital, and continue
operations.
The Company relies on partners and related entities for the
acquisition and deployment of Bitcoin mining facilities.
Our business model depends heavily on third-party developers
and partners to source, assemble, and deliver fully operational
Bitcoin mining facilities. If any of these partners encounter
financial difficulties, operational setbacks, supply chain
issues, or fail to fulfill their contractual obligations, our
operations could be severely disrupted. Delays in delivery,
increased costs, or failures to provide facilities that meet
performance expectations could materially and adversely affect
our ability to generate revenues as planned. In addition, as a
public company, any failure by our partners may negatively
impact our reputation with investors and our ability to raise
capital, compounding the operational risks associated with
reliance on third parties.
The Company?s operations are subject to the risks inherent in
the establishment of a new business enterprise.
Although we are a public reporting company, our current Bitcoin
mining operations are in the early stages of development. As a
result, we face many of the same risks encountered by new
business enterprises, including the need to secure sufficient
capital, effectively implement our business plan, and achieve
targeted revenues. Any setbacks in execution ? such as delays
in acquiring facilities, higher-than-expected operating costs,
or weaker-than-anticipated Bitcoin prices ? could materially
affect our ability to grow and sustain our business. In
addition, the risks of establishing and scaling a new line of
business as a public microcap company may be magnified by
limited financial resources and heightened regulatory and
market scrutiny.
The Company?s growth relies on market acceptance of its mobile
Bitcoin mining facilities and the market price of Bitcoin.
Our business strategy depends on the successful acquisition and
deployment of mobile Bitcoin mining facilities powered by
stranded natural gas. While we believe there is demand for
these facilities, there is no assurance of broad market
acceptance. If potential partners or investors do not embrace
our model, or if competitors offer more attractive or lower-
cost alternatives, our financial performance could suffer. In
addition, the profitability of Bitcoin mining is highly
sensitive to the market price of Bitcoin. Prolonged declines in
Bitcoin prices, increases in mining difficulty, or reductions
in Bitcoin block rewards could materially reduce the economic
viability of our operations. If either market acceptance of our
facilities or the price of Bitcoin falls below expectations, we
may be unable to achieve our growth objectives, and our
business and financial results could be adversely affected.
Our business model is dependent on the profitability of our
Bitcoin mining operations.
Our revenues and financial performance depend heavily on the
profitability of the Bitcoin mining facilities we acquire and
deploy. If these facilities do not generate the expected
returns, our results could be materially and adversely
affected. Profitability depends on multiple factors outside of
our control, including the market price of Bitcoin, network
mining difficulty, the timing of block reward ?halving? events,
and transaction fee levels. In addition, operational costs ?
including energy, equipment procurement, maintenance, and
labor ? may increase unexpectedly. If Bitcoin prices decline
significantly or if our costs rise faster than anticipated, the
profitability of our operations may be reduced or eliminated
altogether. Because our business model relies on the successful
operation and income generation of these facilities, any
sustained failure in these areas could adversely impact our
ability to continue as a going concern.
Our business depends heavily on our officers and directors.
Our future ability to execute our business plan depends upon
the continued service of our President and Chief Executive
Officer, Stephen H. Watkins, as well as other key members of
our management team. The loss of the services of any of these
individuals could disrupt our operations and harm our
prospects. Because of our limited management depth, the
departure of one or more key personnel would place a
significant strain on our business. We cannot assure that we
will be able to retain or replace our key personnel on terms
acceptable to the Company. Furthermore, as a public company,
any leadership changes may negatively affect investor
confidence and the market perception of our stock, which could
further impact our ability to raise capital and execute our
business plan.
Our officers and directors may have conflicts of interest.
Our ability to execute our business plan relies on the
continued service of our officers and directors. Some of these
individuals may have conflicts of interest arising from
relationships with affiliated entities, outside business
activities, or personal financial interests. These conflicts
could influence their decisions regarding matters such as
related-party transactions, strategic partnerships, or the
allocation of business opportunities. Because we are a smaller
public company with limited independent oversight, it may be
difficult to identify, monitor, or mitigate all such conflicts.
Any misalignment of interests between our officers, directors,
and stockholders could adversely affect our business operations,
financial condition, and results of operations.
If we are unable to retain the members of our management team
or attract and retain qualified management team members in the
future, our business and growth could suffer.
Our success depends heavily on the continued contributions of
our current management team. Each member of our management team
is an at-will employee and may resign at any time with little
or no notice. Because of our limited management depth, the
departure of even one individual could disrupt our business. We
may also need to hire additional personnel to manage
anticipated growth. Qualified executives and staff with
experience in our sector are in high demand, and we may not be
able to identify, attract, or retain the necessary talent on
acceptable terms. Recruiting and retention challenges may also
result in significant costs. As a public company, the loss of
key personnel or difficulty attracting new qualified personnel
may negatively affect investor confidence, hinder our ability
to raise capital, and impair our ability to execute our
business plan.
Our management has broad discretion and authority to manage the
business and modify policies and strategies without prior
notice or stockholder approval.
Our management has broad discretion to determine and change our
operating policies, strategies, and capital allocation
decisions without prior notice or stockholder approval, except
where stockholder approval is expressly required by law or
regulation. Investors will therefore have limited ability to
influence how our business is managed or how the proceeds of
this offering are used. We cannot predict the impact any future
changes in operating policies or strategic direction may have
on our business model, operating results, or stock price. These
decisions, while intended to benefit the Company, could
nevertheless have a material adverse effect on our business and
on the returns to investors.
Our acquisition units vary in size, cost, and performance,
which creates variability in unit economics.
The Bitcoin mining facilities we acquire are not uniform in
size, equipment mix, or operating characteristics. As a result,
each unit may have different levels of energy consumption,
production capacity, and profitability. This means there are no
standardized economics that apply equally across all of our
facilities.
Although we structure acquisitions based on a purchase price
equal to approximately four times the facility?s trailing net
income, actual performance may vary significantly from
historical results due to changes in Bitcoin price, mining
difficulty, energy costs, or operational efficiency.
Variability in unit size and performance may make it difficult
for investors to assess our overall economics and may result in
returns that differ materially from expectations.
Our operating results may continue to be adversely affected as
a result of unfavorable market, economic, social, political and
regulatory conditions.
We are subject to laws and regulations at the local, state, and
federal levels, as well as evolving regulation of
cryptocurrency and digital assets. These laws and their
interpretation may change from time to time, and new
regulations could be introduced that adversely affect our
operations or increase compliance costs. Any such changes could
materially impact our business model, profitability, and
ability to raise capital. In addition, broader global economic,
social, and political instability may negatively impact demand
for Bitcoin, energy costs, investor sentiment, and capital
market conditions. As a public company trading on the OTC
Markets, our operating results are also affected by
fluctuations in market liquidity and investor perception of the
cryptocurrency sector. Factors that could negatively impact us
include, but are not limited to:
* Changes in regulation of cryptocurrency, digital assets, or
energy production;
* Adverse political or social sentiment toward Bitcoin mining;
* Increases in energy costs or restrictions on natural gas
usage;
* Declines in Bitcoin prices or investor demand for digital
asset securities;
* Price competition from competitors with more favorable
operating conditions.
There is substantial doubt about our ability to continue as a
going concern.
Because our operations are not yet self-sustaining, we depend
on raising additional capital to fund our activities. If we
cannot secure sufficient financing or generate adequate
revenues, we may be forced to curtail or cease operations, and
investors could lose their entire investment.
Our business could be materially harmed if we rely too heavily
on a limited number of customers, suppliers, or developer
partners.
Our business could be materially harmed if we rely too heavily
on a limited number of customers, suppliers, or developer
partners. The loss of, or disruption with, any single key
relationship could adversely affect our operations and
financial results.
Our business depends in part on our reputation with regulators,
investors, and the public, and negative publicity could
materially reduce market acceptance and investor confidence.
Our business depends in part on our reputation with regulators,
investors, and the public. Negative publicity regarding
Bitcoin mining, energy usage, or our business model could
damage our reputation and materially reduce investor
confidence, capital access, and market acceptance of our
operations.
Our officers, directors, and significant stockholders may exert
significant influence over corporate matters, which could
reduce the ability of minority investors to affect decisions.
Our officers, directors, and significant stockholders may own
or control a substantial portion of our outstanding shares. As
a result, they may exert significant influence over matters
requiring stockholder approval, including elections, mergers,
acquisitions, and amendments to our governing documents. This
concentration of ownership may reduce minority investors?
ability to influence corporate matters and could delay or
prevent a change in control of the Company.
The offering price of our shares has been determined by
management and may not reflect the fair market value of the
securities.
The offering price of our shares has been determined by
management and does not necessarily reflect the fair market
value of the securities. There is no assurance that the shares
will trade at or above the offering price, or that investors
will realize any return on their investment.
Our industry is subject to rapid technological change, and
failure to adapt in a timely and cost-effective manner could
materially harm our operations.
Our industry is subject to rapid technological change. Advances
in energy infrastructure, mining hardware, or alternative
blockchain consensus mechanisms could make our facilities less
competitive or require significant new investment. If we fail
to adapt in a timely and cost-effective manner, our business
and financial results could be materially harmed.
RISKS RELATED TO THIS OFFERING
Risks Related to Organization and Structure under Tier 1 of
Regulation A+.
There is no minimum capitalization required in this offering.
We cannot assure that all or a significant number of Shares
will be sold in this offering. Investors? subscription funds
will be used by us at our discretion, and no refunds will be
given if an inadequate amount of money is raised from this
offering to enable us to conduct our business. If we raise less
than the entire amount that we are seeking in the offering,
then we may not have sufficient capital to meet our operating
requirements. We cannot assure you that we could obtain
additional financing or capital from any source, or that such
financing or capital would be available to us on terms
acceptable to us. Under such circumstances, investors could
lose their investment in us. Furthermore, investors who
subscribe for Shares in the earlier stages of the offering
will assume a greater risk than investors who subscribe for
Shares later in the offering as subscriptions approach the
maximum amount.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements under the ?Summary,? ?Risk
Factors,? ?Business,? ?Management?s Discussion and Analysis of
Financial Condition and Results of Operations? and in other
sections of this Offering Circular. In some cases, you can
identify these statements by forward-looking words such as
?may,? ?might,? ?should,? ?expect,? ?plan,? ?anticipate,?
?believe,? ?estimate,? ?predict,? ?potential? or ?continue,?
and the negative of these terms and other comparable terminology.
These forward-looking statements, which are subject to known
and unknown risks, uncertainties and assumptions about us, may
include projections of our future financial performance based
on our growth strategies and anticipated trends in our business.
These statements are only predictions based on our current
expectations and projections about future events. There are
important factors that could cause our actual results, level
of activity, performance or achievements to differ materially
from the results, level of activity, performance or
achievements expressed or implied by the forward-looking s
tatements. In particular, you should consider the numerous
risks and uncertainties described under ?Risk Factors.
While we believe we have identified material risks, these risks
and uncertainties are not exhaustive. Other sections of this
Offering Circular describe additional factors that could
adversely impact our business and financial performance.
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to
time, and it is not possible to predict all risks and
uncertainties, nor can we assess the impact of all factors
on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statements.
Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot
guarantee future results, level of activity, performance,
or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements.
You should not rely upon forward-looking statements as
predictions of future events. We are under no duty to
update any of these forward-looking statements after
the date of this Offering Circular to conform our prior
statements to actual results or revised expectations,
and we do not intend to do so.
Forward-looking statements include, but are not limited
to, statements about:
?
our business? strategies and investment policies;
?
our business? financing plans and the availability of
capital;
?
potential growth opportunities available to our business;
?
the risks associated with potential acquisitions by us;
?
the recruitment and retention of our officers and employees;
?
our expected levels of compensation;
?
the effects of competition on our business; and
?
the impact of future legislation and regulatory changes on
our business.
We caution you not to place undue reliance on the forward-looking
statements, which speak only as of the date of this Offering Circular.
DILUTION
There will be dilution to any existing third-party investors
in the Company as a result of this offering.
Public investors who purchase shares of Class A Common Stock
in this offering will pay a price of $[offering price] per share.
This price significantly exceeds the effective cash cost paid by
existing shareholders for their shares. Existing shareholders
are founders and not paid for their shares.
As a result, new investors will experience an immediate dilution
in the value of their investment when comparing the offering
price to the pro forma net tangible book value per share after
the offering. The dilution represents the difference between
the public offering price per share and the pro forma net
tangible book value per share after the offering.
PLAN OF DISTRIBUTION
General
The Company is hereby offering for sale (the ?Offering?) shares
of its common stock, no par value (?Shares?) [quantity of shares
to be determined at time of qualification of the Reg A offering]
for a purchase price per share [to be determined at qualification
of the Reg A offering], for a total offering amount of up to
$19,999,999.
Minimum Amount for Offering
There is no minimum number of Shares that must be sold. Upon the
close of the Offering, the Company may accept subscriptions and
add the subscription funds to the capital of the Company.
Minimum Amount Required to be Purchased by an Investor
The minimum number of Shares which must be purchased is ?TO BE
DETERMINED? Shares for $19,999,999, unless a lesser amount is
approved for any investor by the Board of Directors of Company
in its discretion (for executive officers and for others where
special circumstances are involved).
All of our Shares are being offered on a ?best efforts? basis
under Regulation A+ of Section 3(b) of the Securities Act of 1933,
as amended, for Tier 1 offerings. The offering will terminate on
the earlier of 12 months from the date this Offering Circular is
re-qualified for sale by the SEC (which date may be extended for
an additional 90 days in our sole discretion) or the date when
all Shares have been sold.
.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be up
to approximately 20 million after estimated offering expenses,
assuming the maximum amount is sold. We currently expect to
allocate the net proceeds generally as follows, although actual
allocations may vary based on the opportunities available at the
time of use:
* 70 to 100 percent for the acquisition of operating bitcoin
mining units that meet our return thresholds
* 10 to 25 percent for working capital and operating reserves
* 5 to 15 percent for equipment, infrastructure, and integration
costs
* The balance for general corporate purposes
Management will have broad discretion in the application of
proceeds and may reallocate funds among the foregoing categories
or to other uses as conditions warrant. There is no minimum
offering amount, and if less than the maximum is sold we will
scale our plans accordingly.
Capital Requirements and Funding Approach
We expect our near term acquisition and deployment activities
to require capital on the order of tens of millions of dollars,
which may increase or decrease based on the number of eligible
units we elect to acquire, market conditions, and the pace of
deployments. We may seek additional capital from time to time
through equity, debt, or other financing arrangements, which
could be pursued in parallel with or following this offering.
Acquisition Criteria and Pricing
We intend to acquire units that have completed, or are in, a
proof of operations period and that demonstrate financial
performance consistent with our return thresholds. Purchase
prices are expected to be based primarily on a multiple of
demonstrated trailing net income as reviewed by independent
third parties, although terms may vary by transaction and there
can be no assurance that any unit will achieve historical
results after acquisition.
Illustrative Operating Profile
Based on information provided by sellers and subject to third
party review, units that we have evaluated to date have exhibited
a wide range of financial outcomes. For illustration only,
certain units have reflected annual net income within broad ranges
that may vary meaningfully over time due to factors including
bitcoin prices, network difficulty, energy input costs, uptime,
and efficiency. Actual results for any acquired unit may differ
materially and there can be no assurance that future performance
will resemble any historical indications.
Equipment, Sites, and Deployment
Equipment specifications, site characteristics, and deployment
schedules may change as we evaluate opportunities and as market
conditions evolve. We may substitute equipment, adjust quantities,
change locations, or modify timing to optimize returns and manage
risk. The timing and sequence of any acquisitions will depend on
the availability of financing, acceptable purchase terms, and
satisfactory completion of diligence and onboarding.
Environmental Attributes
Certain projects may generate environmental attributes associated
with the use of natural gas resources that would otherwise be
flared or vented. We may seek to quantify and, where feasible,
monetize such attributes in the future, which would require
validation by independent third parties and is subject to evolving
standards, methodologies, and market demand. There can be no
assurance that any such attributes will be generated, verified,
or sold on acceptable terms, if at all.
Contingencies and Flexibility
If less than the maximum number of securities offered is sold,
we may reduce or defer acquisitions, increase the proportion of
proceeds used for working capital, or pursue alternative
financing for certain opportunities. Our plans are subject to
change based on market conditions, diligence outcomes, regulatory
developments, the availability and terms of financing, and
other factors beyond our control. Forward looking statements
are inherently uncertain and actual results may differ materially.
For the following contracts, please refer to the corresponding
contracts and LOIs in their section towards the end of the document.
CherAmi 100 Unit Contract:
The Company has entered into an agreement with CherAmi Digital
LLC for the purchase of up to 100 operational Bitcoin mining
facilities. The contract outlines that the purchase price is equal
to 4x projected annual cash flows, based on proven results during
a test period known as the Proof of Income (POI). Each facility
is expected to generate approximately $184,000 in annual revenue,
subject to third-party verification of cash flows. The contract
is designed to allow Entrex to acquire additional units through
the end of 2025, with facilities to be delivered and set up at
designated well sites.
The units are provided as new and are purchased based on
specifications that maximize asset value. (Appendix B)
Moria Purchase Agreement:
Entrex has executed a purchase agreement with Moria Mining
Technologies Corporation for mobile Bitcoin mining facilities to
be installed at stranded oil and gas wells. This agreement includes
a purchase multiple of 4x net income, based on the stabilized
annualized 12-month net income of the facilities. The purchase
price will be based on performance during a Proof of Income
period, and 20% of the purchase price will be held in escrow to
account for potential variations in actual income.
* Projected Net Income: Each facility is anticipated to generate
$1,000,000 in annual net income however the first contracted unit
is based on $200,363 annual net income, leading to an expected
purchase price of $801,452 per unit, subject to the Proof of
Income by our third party.
* Evidence: Please refer to Appendix C: Moria Purchase Agreement
PickAxe Mining Letter of Intent:
Entrex has signed a Letter of Intent (LOI) with PickAxe Mining, Inc.
for the future acquisition of Bitcoin mining facilities. Under
this agreement, Entrex will purchase mining facilities based on
projected annual cash flows equal to 58% of the capital cost.
For example, a facility with $449,000 in annual cash flow will
be purchased for 4x the annualized cash flow, amounting to
$1,796,000 per unit.
* Additional Units: The LOI covers the acquisition of up to 100
facilities through the end of 2025.
* Evidence: Please refer to Appendix D: PickAxe Mining LOI
Energex Letter of Intent:
Entrex has also signed a Letter of Intent with Energex (Appendix E)
to support asset acquisition strategies and provide mobile Bitcoin
mining facilities powered by stranded gas wells. This agreement
facilitates the utilization of these gas wells, ensuring that
Entrex has access to reliable, low-cost energy for its mining
operations. The Letter of Intent outlines a collaborative approach
for future facility deployments. ENTREX integrates environmental
sustainability into its business model through the generation and
monetization of carbon offsets. The company?s Bitcoin mining
facilities are strategically located near stranded natural gas
wells, which allows for the use of otherwise wasted energy
resources. By utilizing this energy source, ENTREX not only
minimizes its environmental impact but also generates carbon
offsets.
The global carbon offsets market allows businesses to compensate
for their emissions by investing in environmental projects
that reduce greenhouse gases. In ENTREX?s model, the Bitcoin
mining facilities are powered by stranded natural gas wells,
converting otherwise wasted energy into productive use. This
process creates carbon offsets by preventing methane emissions
from flaring or venting, which can be sold on carbon markets
to carbon offset buyers
ENTREX is leveraging the Entrex Carbon Market to package and
sell these carbon offsets to environmentally conscious investors
and institutions, positioning itself at the intersection of
cryptocurrency and environmental finance.
How Carbon Offsets Fit into the Business:
1. Environmental Benefit: Stranded natural gas, which would
otherwise be vented or flared, contributes to greenhouse gas
emissions. By using this gas to power its Bitcoin mining
facilities, ENTREX prevents these emissions, creating carbon
offsets.
2. ISO Certification: Each mining facility is subject to an
ISO audit which has been contracted to verify the quantity of
carbon offsets produced. This ensures that the offsets are
compliance-grade and can be sold on various carbon markets.
3. Debt/Equity Opportunities: The securitization of these offsets
also creates opportunities for ENTREX to secure debt or equity
financing. By leveraging the value of the carbon offsets, the
company can attract institutional investors who are seeking to
invest in both cryptocurrency and environmentally conscious
ventures.
By utilizing stranded natural gas for energy, ENTREX not only
reduces greenhouse gas emissions but also generates carbon offsets
that can be monetized. This approach delivers environmental
benefits such as a reduction in methane emissions and contributes
to the global effort to combat climate change. For investors,
this translates into dual financial returns through both
cryptocurrency mining profits and the sale of carbon offsets,
making ENTREX?s operations both profitable and environmentally
responsible.
TERMS OF THE OFFERING
Common Stock
We are offering shares of Common Stock The Company is offering
up to 19,999,999 shares of common stock at a price of $1.00 per
share, for gross proceeds of up to $19,999,999. If fully
subscribed, the Company will have 35,166,665 shares outstanding
immediately following the offering.
Use of Proceeds
We estimate that the net proceeds we will receive from this
offering will be approximately $19,999,999 if all Shares are
sold. We plan to use the majority of the net proceeds from
this offering to fund the capital needs to acquire contracted
mining operations from Developers and to support key ENTREX
projects that are integral to our business strategy. Any
remaining funds will be used to support existing operations,
hire new personnel, and finance sales, marketing, and other
revenue-generating initiatives, as well as for working
capital or other corporate acquisition activities as
determined by the Board of Directors.
Liquidity
This is a Tier 1, Regulation A offering where the offered
securities will not be listed on a registered national
securities exchange upon qualification. This offering is being
conducted pursuant to an exemption from registration under
Regulation A of the Securities Act of 1933, as amended.
After qualification, we may apply for these qualified securities
to be eligible for quotation on an alternative trading
system or over-the-counter market, if we determine that
such a market is appropriate given the structure of the
Company and our business objectives. However, there is no
guarantee that the Shares will be publicly listed or quoted,
or that a market will develop for them.
Please review carefully ?Risk Factors? for more information.
Risk Factors
An investment in the Shares involves certain risks. You should
carefully consider the risks above, as well as other risks
described under ?Risk Factors? in this offering circular before
making an investment decision.
Subscription Period
The offering will terminate on the earlier of 12 months from
the date this Offering Circular is qualified for sale by the
SEC (which date may be extended for an additional 90 days in
our sole discretion) or the date when all Shares and Shares
have been sold.
Subscription Procedures
If you decide to subscribe for our Shares in this Offering, you
should review your subscription agreement. Completed and signed
subscription documents shall be either mailed directly to the
Company at Entrex Carbon Market, Inc., 150 E Palmetto Park Road,
Suite 800, Boca Raton, FL 33432, or sent via electronic
correspondence to SWatkins@entrex.net. You shall deliver funds
by either check, ACH deposit or wire transfer, pursuant to the
instructions set forth in the subscription agreement. If a
subscription is rejected, all funds will be returned to
subscribers. Upon acceptance by us of a subscription,
confirmation of such acceptance will be sent to the subscriber.
Any potential investor will have ample time to review the
subscription agreement, along with their counsel, prior to
making any final investment decision. We shall only deliver
such subscription agreement upon request after a potential
investor has had ample opportunity to review this Offering
Circular.
Right to Reject Subscriptions
After we receive your complete, executed subscription agreement
and the funds required under the subscription agreement have
been transferred to our designated account, we have the right
to review and accept or reject your subscription in whole or in
part, for any reason or for no reason. We will return all monies
from rejected subscriptions immediately to you, without interest
or deduction.
Acceptance of Subscriptions; No Revocation
Upon our acceptance of a subscription agreement, we will
countersign the subscription agreement and issue the Shares
or Shares, as applicable, subscribed at closing. Once you
submit the subscription agreement and it is accepted, you
may not revoke or change your subscription or request your
subscription funds. All accepted subscription agreements
are irrevocable.
BUSINESS
Our Company
Issuer?s Business
The Entrex Carbon Market?s mission is to buy fully assembled and
operational Bitcoin mining facilities from development partners.
This strategic approach mitigates risks and leverages the
expertise of partners who have previously managed and facilitated
roll-ups of diversified industries. Entrex?s innovative model
not only addresses significant pain points in both industries but
also offers substantial financial returns and environmental
benefits through carbon offsets. Entrex Carbon Market projects
focus on acquisitions that produce positive cash flow,
environmental benefits, and positive tax advantages.
Entrex Carbon Market, Inc.?s business model capitalizes on the
convergence of environmental sustainability and cryptocurrency
mining.
ENTREX?s strategy centers on purchasing fully assembled and
operational Bitcoin mining facilities from development partners
who handle the initial assembly and deployment. These facilities
are strategically located at stranded natural gas wells, turning
otherwise wasted energy into a valuable resource. This innovative
approach not only addresses significant environmental concerns by
reducing methane emissions and creating carbon offsets but also
leverages these resources to generate substantial financial
returns.
The primary revenue streams for ENTREX come from the operation of
these Bitcoin mining facilities, which are expected to generate
returns. The Company is positioning itself as a leader in the
integration of cryptocurrency mining with sustainable practices,
aligning its business objectives with global trends towards
environmental responsibility and financial innovation.
Compliance with Rule 251(b)(3) and Disclosure of Targeted
Entities:
Our business model complies with Rule 251(b)(3) of Regulation A
by ensuring that the use of proceeds is only to fund the
acquisition of entities named in the offering. All such entities
are identified in this Offering Circular. The Company has
established or is in the process of establishing relationships
with several targeted entities. These entities include CherAmi
Digital LLC, with whom we have a formal agreement for the
purchase of 100 Bitcoin mining facilities, Moria Mining
Technologies, with whom we have a purchase agreement for mobile
Bitcoin mining facilities, PickAxe Mining Inc., with whom we are
in negotiations for the future acquisition of Bitcoin mining
facilities, and Energex, with whom we have signed a Letter of
Intent to utilize stranded gas wells for our operations. The
status of these arrangements may adjust to alternative suppliers/
vendors prior to the qualification of this offering.
Furthermore, the financial statements of any acquired entities
that are material to the Company?s financial condition will be
included in this Offering Circular, in compliance with Part F/S
(b)(7) of Form 1-A. To date, no significant acquisitions have
been completed that would require additional financial
disclosure, but the Company is committed to providing the
necessary financial information for any future acquisitions as
required by the SEC. If the Company is unable to identify and
provide the necessary disclosure of these targeted entities, we
will consider withdrawing the Form 1-A in accordance with Rule
251(b)(3).
DESCRIPTION OF PROPERTY
We do not own any plants or facilities. Each acquisition of a
mobile data mining facility will be titled pursuant to the mobile
trailer in a United States State Department of Motor Vehicles as
both the trailer and encumbrances. Each title may be separately
assigned to potential debt providers, if any, at the discretion
of management.
MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Statements in the following discussion and throughout this
registration statement that are not historical in nature are ?
forward-looking statements.? You can identify forward-looking
statements by the use of words such as ?expect,? ?anticipate,? ?
estimate,? ?may,? ?will,? ?should,? ?intend,? ?believe,? and
similar expressions. Although we believe the expectations
reflected in these forward-looking statements are reasonable,
such statements are inherently subject to risk and we can give no
assurances that our expectations will prove to be correct. Actual
results could differ from those described in this registration
statement because of numerous factors, many of which are beyond
our control. These factors include, without limitation, those
described under ?Risk Factors.? We undertake no obligation to
update these forward-looking statements to reflect events or
circumstances after the date of this registration statement or to
reflect actual outcomes. Please see ?Forward Looking Statements?
at the beginning of this registration statement.
The following discussion of our financial condition and results
of operations should be read in conjunction with our financial
statements and the related notes thereto and other financial
information appearing elsewhere in this registration statement.
We undertake no obligation to update any forward-looking
statements in the discussion of our financial condition and
results of operations to reflect events or circumstances after
the date of this registration statement or to reflect actual
outcomes.
Overview
Entrex Carbon Market, Inc. is a Boca Raton, FL-based company that
operates to purchase operating Bitcoin mining facilities from
third party developers after proving historical net income, and
to monetize the resultant carbon offsets; if any.
Entrex Carbon Market, Inc.?s mission is to become a leader in the
acquisition and management of Bitcoin mining operations. The
company executes licenses with stranded gas well operators to
install and subsequently acquire fully operational Bitcoin mining
facilities located for up to five years on the licensed gas well?
s properties.
Entrex has built a roster of world-class collaborators ensuring
that both its Bitcoin mining projects meet the highest standards
of compliance and sustainability. The company?s business model
achieves capital efficiencies unavailable to competitors by
purchasing proven bitcoin mining facilities from developers which
are anticipated to generate carbon offsets and cryptocurrency
revenues.
Revenue Recognition
The Company anticipates deriving its revenue primarily from
acquiring and operating mobile Bitcoin mining facilities,
leveraging stranded gas wells to power these operations. This
innovative approach not only anticipates generating substantial
financial returns but also produces compliance-grade carbon
offsets. The company will manage its financials on a GAAP Work in
Progress (WIP) basis and report via both WIP and Accrual methods
to benefit management and shareholders.
The Company plans to manage its financials on a GAAP Work in
Progress (WIP) basis and report using both WIP and Accrual
methods to provide a comprehensive financial view for management
and shareholders. Under this approach, the Company will recognize
revenue based on the percentage of completion method for
contracts, in accordance with ASC 606 - Revenue from Contracts
with Customers, which allows for revenue recognition as
performance obligations are satisfied over time. The WIP
accounting will allow for accurate tracking of costs incurred,
work performed, and progress towards completion of each contract,
providing real-time insights into project profitability.
Additionally, the Accrual method will ensure that revenues and
expenses are recorded when earned and incurred, regardless of
when cash is received or paid. This dual approach is designed to
give management and shareholders a clear view of financial
performance, both in terms of ongoing operations and long-term
contract completion.
The Company follows the authoritative guidance under ASC 606 -
Revenue from Contracts with Customers, which governs revenue
recognition for its Bitcoin mining operations. Revenue is
recognized when the performance obligation is satisfied, which
occurs when a block of Bitcoin is successfully mined and
verified. The value of the Bitcoin at the time of mining is
recorded as revenue, with Bitcoin classified as an intangible
asset on the balance sheet.
Additionally, the Company will recognize revenue from the
generation and sale of carbon offsets, following the guidance
provided under ASC 450 - Contingencies for the recognition of
environmental credits, as well as ASC 820 - Fair Value
Measurement for the valuation of carbon offsets. The Company
plans to monetize the carbon offsets through markets such as the
Entrex Carbon Market, where offsets are sold to generate
additional income streams. All revenue will be accounted for
using GAAP principles, ensuring compliance with regulatory
standards for both cryptocurrency and environmental credits.
Upon the successful completion of this offering, the company
will obtain annual audits conducted by an accounting
organization as directed by the Board of Directors. These
audits will ensure the preparation of PCAOB-compliant statements
if required.
While the Company has not yet completed third-party due diligence,
it plans to engage an independent auditor to confirm Revenues
and EBITDA post-installation of the mining facilities it has
contracted to purchase. The due diligence process will utilize
specialized software applications designed to monitor and track
Bitcoin mining operations in real-time. These applications will:
Monitor mining performance: The software will provide real-time
data on the output of each facility, including the number of
Bitcoins mined and the performance of the equipment.
Confirm revenue generation: The results from the mining
monitoring software will be cross-verified with
cryptocurrency-to-fiat conversion rates, specifically Bitcoin
to U.S. dollar, to ensure accurate revenue calculations.
Validate EBITDA projections: In addition to revenue verification,
the due diligence will include an examination of operational costs
and profit margins to validate the projected EBITDA for each facility.
This independent verification will provide investors with
confidence in the accuracy and reliability of the Company's
financial forecasts.
Results of Operations for
Gross revenue: The Company is pre-revenue
General and administrative: The Company has not hired direct
employees and uses the services of the Entrex Carbon Market, Inc.
Illustrative Operating Summary
We do not present projections. The information below is unaudited
and provided for illustration only to show the general range of
outcomes we have observed in units evaluated to date. Actual results
may differ materially. Third-party reviews, where applicable, occur
on a rolling basis following completion of a proof-of-operations period.
Unit profile (illustrative)
Annual revenue range
Annual net income range
Third-party review timing
Representative unit
approximately 75,000 to 200,000
approximately 40,000 to 120,000
rolling, subject to completion of proof period and availability of
reviewers
Ranges reflect variability in bitcoin prices, network difficulty,
uptime, energy input costs, and site efficiency.
Figures are not guidance and should not be relied upon as indicative
of future performance of any unit or portfolio.
Liquidity and Capital Resources
As of this offering date we had cash of $0 and a line of credit from
a Shareholder of $25,000. We used approximately $0 in cash for
operating activities and were provided $0 through financing activities.
Our management?s discussion and analysis of our financial condition
and results of operations is based on our financial statements,
which are prepared in accordance with U.S. generally accepted
accounting principles issued by the Financial Accounting Standards
Board (?FASB?). The preparation of these financial statements
requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements, as well as the reported expenses during the reporting
periods. Actual results may differ from these estimates under
different assumptions or conditions.
While our significant accounting policies are more fully described
in the notes to our financial statements appearing elsewhere in this
Offering Document, we believe that the accounting policies discussed
below are critical to our financial results and to the understanding
of our past and future performance, as these policies relate to the
more significant areas involving management?s estimates and assumptions.
We consider an accounting estimate to be critical if: (1) it requires
us to make assumptions because information was not available at the
time or it included matters that were highly uncertain at the time
we were making our estimate; and (2) changes in the estimate could
have a material impact on our financial condition or results of operations.
Equity-based compensation
None.
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
Directors and Executive Officers.
The following table sets forth the name, age, and position of our
executive officers and directors. Executive officers are elected
annually by our Board of Directors. Each executive officer holds
his office until he resigns, is removed by the Board, or his
successor is elected and qualified. Directors are elected annually
by our shareholders at the annual meeting. Each director holds his
office until his successor is elected and qualified or his earlier
resignation or removal.
Name
Age
Position
Term of Office
Stephen H. Watkins
64
President/Secretary
Since Inception
Tom Harblin
59
Director
Since Inception
Stephen H. Watkins: is Managing Member and is the founding
Chairman and CEO of various majority owned entities of the
Entrex Holding Company (EHCo, LLC). Stephen is an experienced
entrepreneur founding a series of successful information and
business services companies; two of which grew to billion-dollar
market cap companies. Stephen authored the book Capital Can?t
Fund What It Can?t Find. In the past he wrote a syndicated
bi-monthly finance column?read by over eight million national
readers at its peak.
Family Relationships
There are no family relationships among any of the directors
and executive officers.
Involvement in Certain Legal Proceedings
Our directors and officers have not been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors, nor have been a party to any judicial or
administrative proceeding during the past ten years that
resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding
of any violation of federal or state securities laws, except
for matters that were dismissed without sanction or settlement.
Except as set forth in our discussion below in ?Certain
Relationships and Related Transactions,? our directors and
officers have not been involved in any transactions with us
or any of our affiliates or associates which are required to
be disclosed pursuant to the rules and regulations of the SEC.
The net income projection per facility is an average across
all facilities, factoring in scalability and operational
optimization over time. Initial sites may generate lower
net incomes due to start-up costs and early-stage deployment.
The remaining facilities are expected to generate higher net
incomes as operational efficiencies increase.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
Name and Principal Position
Year
Ended
Salary
($)
Bonus
($)
Option
Awards
($)
Nonequity
Incentive Plan
Compensation
($)
Non-
Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Stephen H. Watkins, CEO
2024
0
0
0
0
0
0
0
Tom Harblin
2024
0
0
0
0
0
0
0
*Compensation for operators and directors of the Company may
be provided through agreements with affiliated entities.
Directors and Officers may have additional performance-based
quotas and compensation provided exclusively at the direction
of the Managing Members.
The income projections are based on historical performance
data from similar Bitcoin mining facilities and validated by
third-party auditors. Key assumptions include a stable Bitcoin
price, low operational costs derived from stranded gas wells,
and expected energy consumption rates from state-of-the-art
mining equipment. These projections have been further
substantiated by real-time mining output data from pilot
facilities and are adjusted for market fluctuations.
Officers and Directors:
At our sole discretion we may add additional Officers and
Directors and compensate them through annual retainer fees
along with reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending each meeting and/or
expenses for the benefit of the company, decided exclusively
by the CEO and/or Board of Directors. Each independent Officer
and Director will receive $500 in connection with each meeting
that they attend, plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with attending each committee
meeting not held concurrently with a board meeting.
Compensation shall be accrued by the company and paid as available.
Compensation for expenses, Officers and Directors will be managed
through the sole decisions and directions of the Managing Member.
Indemnification Agreements:
We shall enter into indemnification agreements with our Directors
and Officers. The indemnification agreements are intended to
provide our Directors the maximum indemnification permitted under
law and/or requested by the respective Officer and/or Director.
Each indemnification agreement provides that Entrex shall indemnify
the Director or Office who is a party to the agreement
(an ?Indemnitee?), including the advancement of legal expenses,
if, by reason of his or her corporate status, the Indemnitee is,
or is threatened to be made a party to or a witness in any
threatened, pending, or completed proceeding.
Employment Agreements
We have not entered into employment agreements with any of our
employees, officers and directors.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
Principal Stockholders
The following table sets forth information as to the shares of
Stock beneficially owned as of August 15, 2024 by (i) each person
known to us to be the beneficial owner of more than 5% of our
common stock; (ii) each Director; (iii) each Executive Officer;
and (iv) all of our Directors and Executive Officers as a group.
Unless otherwise indicated in the footnotes following the table,
the persons as to whom the information is given had sole voting
and investment power over the Shares of common stock shown as
beneficially owned by them. Beneficial ownership is determined
in accordance with Rule 13d-3 under the Exchange Act, which
generally means that any shares of common stock subject to options
currently exercisable or exercisable within 60 days of the date
hereof are considered to be beneficially owned, including for the
purpose of computing the percentage ownership of the person
holding such options, but are not considered outstanding when
computing the percentage ownership of each other person. We
currently have no options outstanding.
Entrex Carbon Market, Inc.
Authorized and Issued Shares
(OTC:NTRX) equity ownership positions are publicly available on
the SEC website pursuant to the SEC filings.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Code of Business Conduct and Ethics
To date, we have not adopted a code of business conduct and ethics
for our management and employees. We intend to adopt one in the near
future.
SECURITIES BEING OFFERED
The following summary is a description of the material terms of
our capital stock and is not complete. You should also refer to
our articles of incorporation and our bylaws, which are included
as exhibits to the offering statement of which this Offering
Circular forms a part.
General
Common shares are owned or controlled by founders of the Company.
There are no Preferred shareholders.
Common consists of 250,000,000 shares of common stock, par
value $0.0001. As of June 30, 2025, there are 15, 166,666
outstanding shares consisting of 29 shareholders plus public
shareholders. The Company intends to file ongoing ?current
information? as that term is defined by the Securities Act.
Listing and Transfer Agent
The Company is presented and listed on the OTC market. The
transfer agent for our Shares is Pacific Stock Transfer, Inc.
Limitations on Liability and Indemnification of Officers and
Directors
Florda law authorizes corporations to limit or eliminate
(with a few exceptions) the personal liability of directors to
corporations and their stockholders for monetary damages for
breaches of directors? fiduciary duties as directors. Our articles
of incorporation and bylaws include provisions that eliminate, to
the extent allowable under Florida law, the personal liability of
directors or officers for monetary damages for actions taken as a
director or officer. Our articles of incorporation and bylaws also
provide that we must fully indemnify and advance reasonable expenses
to our directors and officers permitted by Florida law. We are
also expressly authorized td officers? insurance for our directors,
officers, employees, and agents for some liabilities. We currently
maintain directors? and officers? insurance covering certain
liabilities that may be incurred by directors and officers in the
performance of their duties.
The limitation of liability and indemnification provisions may
discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duty. These provisions may also
have the effect of reducing the likelihood of derivative litigation
against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In
addition, your investment may be adversely affected to the extent
that, in a class action or direct suit, we pay the costs of settlement
and damage awards against directors and officers pursuant to the
indemnification provisions in our articles of incorporation and bylaws.
There is currently no pending litigation or proceeding involving
any of the directors, officers or employees for which indemnification
is sought.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain material U.S.
federal income tax consequences relevant to the purchase, ownership
and disposition of the Shares, but does not purport to be a
complete analysis of all potential tax consequences. The discussion
is based upon the Code, current, temporary, and proposed U.S.
Treasury regulations issued under the Code, or collectively the
Treasury Regulations, the legislative history of the Code, IRS rulings,
pronouncements, interpretations and practices, and judicial
decisions now in effect, all of which are subject to change at any
time. Any such change may be applied retroactively in a manner that
could adversely affect a Bondholder. This discussion does not address
all of the U.S. federal income tax consequences that may be relevant
to a holder in light of such Stockholder?s particular circumstances
or to Stockholders subject to special rules, including, without limitation:
?
A broker-dealer or a dealer in securities or currencies;
?
A Limited Liability Corporation;
?
A bank, thrift or other financial institution;
?
A regulated investment company or a real estate investment trust;
?
An insurance company;
?
A tax-exempt organization;
?
A person subject to the alternative minimum tax provisions of the Code;
?
A person holding the Shares or Redeemable Preferred Stock as part
of a hedge, straddle, conversion, integrated or other risk reduction
or constructive sale transaction;
?
A partnership or other pass-through entity;
?
A person deemed to sell the Shares or Redeemable Preferred Stock under
the constructive sale provisions of the Code;
?
A U.S. person whose ?functional currency? is not the U.S. dollar; or
?
A U.S. expatriate or former long-term resident.
In addition, this discussion is limited to persons that purchase the
Shares or Redeemable Preferred Stock in this offering for cash and
that hold the Shares or Redeemable Preferred Stock as ?capital assets?
within the meaning of Section 1221 of the Code (generally, property
held for investment). This discussion does not address the effect of
any applicable state, local, non-U.S. or other tax laws, including
gift and estate tax laws.
As used herein, ?U.S. Holder? means a beneficial owner of the Shares
or Redeemable Preferred Stock this is, for U.S. federal income tax
purposes:
?
an individual who is a citizen or resident of the U.S.;
?
a corporation (or other entity treated as a corporation for US. Federal
income tax purposes) created or organized in or under the laws of the
U.S., any state thereof or the District of Columbia;
?
an estate, the income of which is subject U.S. federal income tax
regardless of its source; or
?
a trust (1) is subject to the primary supervision of a U.S. court
and the control of one or more U.S persons that have the authority
to control all substantial decision of the trust, or (2) has a
valid election in effect under applicable Treasury Regulations to
be treated as a U.S. person.
If an entity treated as a partnership for U.S. federal income tax
purposes holds the Shares or Redeemable Preferred Stock, the tax
treatment of an owner of the entity generally will depend upon the
status of the particular owner and the activities of the entity.
If you are an owner of an entity treated as a partnership for U.S.
federal income tax purposes, you should consult your tax advisor
regarding the tax consequences of the purchase, ownership and
disposition of the Shares or Redeemable Preferred Stock.
We have not sought and will not seek any rulings from the IRS
with respect to the matters discussed herein. There can be no
assurance that the IRS will not take a different position concerning
the tax consequences of the purchase, ownership or disposition of
the Shares or Redeemable Preferred Stock or that any such position
would not be sustained.
ADDITIONAL INFORMATION
We have filed with the SEC a Regulation A Offering Statement on
Form 1-A under the Securities Act of 1993, as amended, with respect
to the Shares and Shares offered hereby. This Offering Circular,
which constitutes a part of the Offering Statement, does not contain
all of the information set forth in the Offering Statement or the
exhibits and schedules filed therewith. For further information about
us and the Shares and Shares offered hereby, we refer you to the
Offering Statement and the exhibits and schedules filed therewith.
Statements contained in this Offering Circular regarding the contents
of any contract or other document that is filed as an exhibit to the
Offering Statement are not necessarily complete, and each such
statement is qualified in all respects by reference to the full text
of such contract or other document filed as an exhibit to the
Offering Statement. Upon the completion of this Offering, we will
be required to file periodic reports, proxy statements, and other
information with the SEC pursuant to the Securities Exchange Act
of 1934. You may read and copy this information at the SEC?s Public
Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet website that contains reports, proxy statements and other
information about issuers, including us, that file electronically
with the SEC. The address of this site is www.sec.gov.
FINANCIALS
Entrex Carbon Market, Inc.
NOTE 1: BUSINESS
The Entrex Carbon Market?s mission is to buy operational
Bitcoin mining facilities from development partners. This
strategic approach mitigates risks and leverages the expertise
of partners who have previously managed and facilitated roll-ups
of diversified industries. ENTREX's innovative model not only
addresses significant pain points in both industries but also
offers substantial financial returns and environmental benefits
through carbon offsets.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company recognizes revenue from its Bitcoin mining operations when
the performance obligation is satisfied and control of the
cryptocurrency is transferred to the customer, consistent with
Generally Accepted Accounting Principles (GAAP). Revenue is measured
based on the transaction price agreed upon with customers. The Company
follows the guidance provided under ASC 606 for revenue recognition,
which aligns revenue with the completion of each mining block and the
verification of transactions on the blockchain.
The Company also complies with GAAP in its accounting for digital
assets and follows the principles for recognizing the fair value of
Bitcoin at the time of receipt, classifying it as an intangible asset
on the balance sheet.
For tax purposes, the Company follows Internal Revenue Code guidelines
for recognizing income generated from cryptocurrency transactions and
adheres to applicable federal and state tax laws.
The accompanying financial statements of Entrex Carbon Market, Inc.
have been prepared by our external accountant and have been prepared
in accordance with accounting principles generally accepted in the
United States of America (?GAAP?) and the rules of the Securities and
Exchange Commission (?SEC?). In the opinion of management, the
statements represent a fair presentation of financial position
presented have been reflected herein.
Revenue Recognition
The Company had no revenue since incorporation August 15, 2024,
Revenue shall commence upon the acquisition of the targeted data
mining facilities.
The Company intends to derive its revenue primarily from the
acquisition and operation of mobile Bitcoin mining facilities powered
by stranded natural gas wells.
Effective December 31, 2023, the Company adopted Accounting Standards
Update (ASU) 2014-09, Revenue from Contracts with Customers - Topic
606, along with all subsequent ASUs that modified ASC 606. The
implementation of this new standard had no material impact on the
measurement or recognition of revenue for the current or prior periods
presented. Revenue generated from interest income, including facility
fees, origination fees, and due diligence fees, are outside the scope
of ASC 606. Contracts are valued at a fixed price at inception and do
not include any variable consideration or financing components in our
normal course of business. In applying judgment, the Company considers
customer expectations of performance, materiality, and the core
principles of Accounting Standards Codification (?ASC?) Topic 606,
Revenue from Contracts with Customers.
The Company recognizes revenue from participation fees under ASC 606.
Revenue from participation fees is recognized at a point in time when
the right to consideration becomes unconditional and the Company has
no remaining performance obligations. Generally, the Company invoices
customers for participation fees once these conditions are met.
Income Taxes
The Company accounts for income taxes under the provisions of ASC 740
Accounting for Income Taxes, which requires a company to first
determine whether it is more likely than not (which is defined as a
likelihood of more than fifty percent) that a tax position will be
sustained based on its technical merits as of the reporting date,
assuming that taxing authorities will examine the position and have
full knowledge of all relevant information. A tax position that meets
this more likely than not threshold is then measured and recognized at
the largest amount of benefit that is greater than fifty percent
likely to be realized upon effective settlement with a taxing
authority.
Deferred income taxes are recognized for the tax consequences related
to temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for
tax purposes at each year-end, based on enacted tax laws and statutory
tax rates applicable to the periods in which these differences are
expected to affect taxable income. Deferred income taxes are also
recognized for carryforward losses that can be utilized to offset
future taxable income. A valuation allowance is recognized when, based
on the weight of all available evidence, it is considered more likely
than not that all, or some portion, of the net deferred tax assets
will not be realized.
The Company evaluates its valuation allowance requirements based on
projected future operations, including the expected performance of its
mobile Bitcoin mining facilities. When circumstances change and lead
to a shift in management?s judgment about the recoverability of
deferred tax assets, the impact of the change on the valuation
allowance is reflected in current income. Income tax expense is
comprised of the sum of current income tax plus the change in deferred
tax assets and liabilities.
Earnings (loss) Per Share
Basic earnings (loss) per common share is computed based on the weighted
average number of shares of all classes of common stock outstanding
during the period. Diluted earnings per common share is computed based
on the weighted average number of common shares outstanding during the
period increased, when applicable, by dilutive common stock equivalents.
When the Company has a net loss, dilutive common stock equivalents are
not included as they would be anti-dilutive
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes, which is part of the FASB?s
initiative to reduce complexity in accounting standards. The ASU eliminates
certain exceptions to the general principles of ASC 740, Income Taxes, and
simplifies income tax accounting in several areas. The standard is effective
for fiscal periods beginning after December 15, 2020, with early adoption
permitted. The Company adopted this ASU as of December 31, 2023
The Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
NOTE 3: SUSEQUENT EVENTS
In preparing these financial statements, management has evaluated events
and transactions for potential recognition or disclosure through as/of
inception of the company August 15, 2024.
The company is not aware of any events or transactions that would impact
the financial statements.
NOTE 4: LIQUIDITY AND GOING CONCERN
The Company has established the company for the benefit of potential
investors with the intent to purchase the historically producing data
mining facilities.
The Company has evaluated its ability to continue as a going concern
in accordance with ASC 205-40-50. As of October 16, 2024, the Company
reported no cash and no operations. In light of this, management
acknowledges that there are significant risks regarding the Company?s
ability to meet its obligations over the next 12 months. However,
management is actively seeking financing through this offering and other
capital sources, such as related party transactions and institutional
funding, to ensure the Company can continue its operations. Without
sufficient funding from the offering or alternative financing sources,
the Company may face difficulties in sustaining its operations as a going
concern.
The Company has a $25,000 line of credit from a shareholder, which
carries no interest and is repayable upon the Company generating
sufficient operating cash flow.
NOTE 5: REPURCHASE NOTE
As of Founding, the Company entered into an agreement with Entrex
Carbon Market, Inc to acquire the net income of the company for an amount
equal to 11.6x net income for consideration.
Legal Proceedings
The Company is not presently a party to any legal proceedings.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that
it has reasonable grounds to believe that it meets all of the requirements
for filing on Form 1-A and has duly caused this offering statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Boca Raton, Florida on October 17, 2024.
Entrex Carbon Market, Inc.
By:
/s/ SWatkins/CEO
Exhibit I ? By-laws
BY-LAWS
OF
ENTREX CARBON MARKET, INC
ARTICLE I
OFFICES
Section 1. The registered office of Entrex Carbon Market, Inc. (the
Corporation ) shall be in the City of Lighthouse Point, County of Broward,
State of Florida. The Corporation may also have offices at such other places
both within and outside the State of Florida as the Board of Directors may
from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section I. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Florida, as shall be designated
by the Board of Directors. In the absence of any such designation by the Board
of Directors, each such meeting shall be held at the principal office of the
Corporation.
Section 2. Annual Meetings. An annual meeting of stockholders
shall be
held for the purpose of electing Directors and transacting such other
business
as may properly be brought before the meeting. The date of the annual
meeting
shall be determined by the Board of Directors.
Section 3. Special Meetings. Special meetings of the stockholders,
for
any purpose or purposes, unless otherwise prescribed bylaw, may be called
by
the Chairman of the Board and shall be called by the Secretary at the
direction
of a majority of the Board of Directors, or at the request in writing
of
stockholders owning a majority in amount of the entire capital stock of
the
Corporation issued and outstanding and entitled to vote.
Section 4. Notice of Meetings. Written notice of each meeting of
the
stockholders stating the place, date and time of the meeting shall be
given
not less than ten nor more than sixty days before the date of the
meeting,
to each stockholder entitled to vote at such meeting. The notice of
any
special meeting of stockholders shall state the purpose or purposes
for which
the meeting is called.
Section 5. Quorum. The holders of a majority of the stock
issued and
outstanding and entitled to vote thereat, present in person or
represented by
proxy, shall constitute a quorum at all meetings of the stockholders
for the
transaction of business, except as otherwise provided by law or
by the
Certificate
of Incorporation or these By-Laws. If a quorum is not present or
represented,
the holders of the stock present in person or represented by proxy
at the
meeting and entitled to vote thereat shall have power, by the
affirmative
vote of the holders of a majority of such
stock, to adjourn the meeting from time to time to another time and/or
place,
without notice other than announcement at the meeting, until a quorum
shall be
present or represented. At such adjourned meeting, at which a quorum
shall be
present or represented, any business may be transacted which might
have been
transacted at the original meeting. If the adjournment is for more
than thirty
days, or if after the adjournment a new record date is fixed for the
adjourned
meeting, a notice of the adjourned meeting shall be given to each
stockholder
of record entitled to vote at the meeting.
Section 6. Voting. At all meetings of the stockholders, each
stockholder
entitled to vote thereat shall be entitled to vote, in person or by
proxy, the
shares of voting stock owned by such stockholder of record on the
record date
for the meeting. When a quorum is present or represented at any
meeting, the
vote of the holders of a majority of the stock having voting power
present in
person or represented by proxy shall decide any question brought
before such
meeting, unless the question is one upon which, by express provision
of law or
of the Certificate of Incorporation, a different vote is required,
in which
case such express provision shall govern and control the decision
of such
questions.
Section 7. Informal Action By Stockholders. Any action required
to be
taken at a meeting of the stockholders, or any other action that may
be taken
at a meeting of the stockholders, may be taken without a meeting,
without prior
notice and without a vote, if a consent or consents in writing,
setting forth
the action so taken, shall be signed by the holders of stock entitled
to vote
on such matter or matters having not less than the minimum number of
votes that
would be necessary to authorize or take such action at a meeting at
which all
shares entitled to vote on such matter or matters were present and
voted and
shall be delivered to the corporation by delivery to its principal
place of
business, or an officer or agent of the corporation having custody
of the book
in which proceedings of meetings or stockholders are recorded. Every
written
consent shall bear the date of signature of each stockholder or
member who
signs the consent and no written consent shall be effective to take
the
corporate action referred to therein unless, within sixty days of
the earliest
dated consent delivered in the manner required by this Section 7
to the
Corporation, written consents signed by holders of a sufficient
number of
shares of voting stock to take action are delivered to the
Corporation by
delivery to its principal place of business, or an officer or
agent of the
Corporation having custody of the book in which proceedings of
meetings of
stockholders are recorded. Prompt notice of the taking of the
corporate
action without a meeting by less than unanimous written consent
shall be
given to those stockholders who have not consented in writing.
ARTICLE III DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed and controlled by or under the direction of a Board of
Directors, which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.
Section 2. Number, Qualification and Tenure. The Board of Directors
shall consist of not less than one (1) and not more than ten (10) members.
Within the limits above specified, the number of Directors shall be
determined from time to time by resolution of the Board of Directors.
The Directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 3 of this Article, and each Director elected
shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Directors need not be
stockholders.
Section 3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the number of directors may be filled by
a majority of the Directors then in office, though less than a quorum,
and each Director so chosen shall hold office until his or her successor
is elected and qualified or until his or her earlier resignation or
removal. If there are no Directors in office, then an election of Directors
may be held in the manner provided by law.
Section 4. Place of Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State
of Florida.
Section 5. Regular Meetings. The Board of Directors shall hold a
regular meeting, to be known as the annual meeting, immediately
following each annual meeting of the stockholders. Other regular meetings
of the Board of Directors shall be held at such time and at such place as
shall from time to time be determined by the Board. No notice of regular
meetings need be given.
Section 6. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board. Special meetings shall be called by
the Secretary on the written request of any two Directors. No notice of
special meetings need be given.
Section 7. Quorum. At all meetings of the Board, a minimum of two
Directors shall constitute a quorum for the transaction of business, and
may act as if a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided bylaw. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 8. Organization. The Chairman of the Board, if elected,
shall act as chairman at all meetings of the Board of Directors. If
a Chairman of the Board is not elected or, if elected, is not present,
the President (who is also a member of the Board) or if the President
is not present, a Director chosen by a majority of the Directors
present, shall act as Chairman at meetings of the Board of Directors.
Section 9. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate
one or more Directors to constitute an Executive Committee, to
serve as such, unless the resolution designating the Executive
Committee is sooner amended or rescinded by the Board of Directors,
until the next annual meeting of the Board or until their respective
successors are designated. The Board of Directors, by resolution
adopted by a majority of the whole Board, may also designate additional
Directors as alternative members of the Executive Committee to serve
as members of the Executive Committee in the place and stead of any
regular member or members there of who maybe unable to attend a meeting
or otherwise unavailable to act as a member of the Executive Committee.
In the absence or disqualification of a member and all alternate
members who may serve in the place and stead of such member, the
member or members there of present at any meeting and not
disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to
act at the meeting in the place of any such absent or disqualified
member.
Except as expressly limited by the General Corporation Law of
the State of Florida or the Certificate of Incorporation, the
Executive Committee shall have and may exercise all the powers
and authority of the Board of Directors in the management of the
business and affairs of the Corporation between the meetings of
the Board of Directors. The Executive Committee shall keep a
record of its acts and proceedings, which shall form apart of the
records of the Corporation in the custody of the Secretary, and
all actions of the Executive Committee shall be reported to the
Board of Directors at the next meeting of the Board.
Meetings of the Executive Committee may be called at any
time by the Chairman of the Board, the President or any two of
its members. No notice of meetings need be given. A majority of
the members of the Executive Committee shall constitute a quorum
for the transaction of business and, except as expressly limited
by this section, the act of a majority of the members present at
any meeting at which there is a quorum shall be the act of the
Executive Committee. Except as expressly provided in this Section,
the Executive Committee shall fix its own rules of procedure.
Section 10. Other Committees. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate
one or more other committees, each such committee to consist of one
or more Directors. Except as expressly limited by the General
Corporation Law of the State of Florida or the Certificate of
Incorporation, any such committee shall have and may exercise such
powers as the Board of Directors may determine and specify in the
resolution designating such committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, also may
designate one or more additional Directors as alternate members of
any such committee to replace any absent or disqualified member at
any meeting of the committee, and at any time may change the
membership of any committee or amend or rescind the resolution
designating the committee. In the absence or disqualification
of a member or alternate member of a committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum,
may unanimously appoint another Director to act at the meeting
in the place of any such absent or disqualified member, provided
that the Director so appointed meets any qualifications stated
in the resolution designating the committee. Each committee
shall keep a record of proceedings and report the same to the
Board of Directors to such extent and in such form as the
Board of Directors may require. Unless otherwise provided in
the resolution designating a committee, a majority of all of
the members of any such committee may select its Chairman,
fix its rules of procedure, fix the time and place of its
meetings and specify what notice of meetings, if any, shall
be given.
Section 11. Action without Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof maybe taken without
a meeting, if all members of
the Board or committee, as the case maybe, consent thereto in
writing, and the writing or writings are filed with the minutes
of proceedings of the Board or committee.
Section 12. Attendance by Telephone. Members of the Board
of Directors, or of any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
Section 13. Compensation. The Board of Directors shall
have the authority to fix the compensation of Directors, which
may include their expenses, if any, of attendance at each meeting
of the Board of Directors or of a committee.
ARTICLE IV
OFFICERS
Section 1. Enumeration. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a President
and a Secretary. The Board of Directors may also elect a Chairman
of the Board, one or more Vice Presidents, a Treasurer, one or more
Assistant Secretaries, one or more Assistant Treasurers and such
other officers and agents as it shall deem appropriate. Any number
of offices may be held by the same person.
Section 2. Term of Office. The officers of the Corporation
shall be elected at the annual meeting of the Board of Directors
and shall hold office until their successors are elected and qualified.
Any officer elected or appointed by the Board of Directors may
be removed at any time by the Board of Directors. Any vacancy occurring
in any office of the Corporation required by this Article IV shall
be filled by the Board of Directors, and any vacancy in any other
office may be filled by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board,
when elected, shall have general supervision, direction and control
of the business and affairs of the Corporation, subject to the
control of the Board of Directors, shall preside at meetings of
stockholders and shall have such other functions, authority and duties
as customarily appertain to the office of the chief executive of a
business corporation or as may be prescribed by the Board of Directors.
Section 4. President. During any period when there shall be
an office of Chairman of the Board, the President shall be the chief
operating officer of the Corporation and shall have such functions,
authority and duties as may be prescribed by the Board of Directors
or the Chairman of the Board. During any period when there shall not
be an office of Chairman of the Board, the President shall be the
chief executive officer of the Corporation, and, as such, shall have
the functions, authority and duties provided for the Chairman of the
Board.
Section 5. Vice President. The Vice President, or if there
shall be more than one, the Vice Presidents, shall have such functions,
authority and duties as may be prescribed by the Board of Directors
or the Chairman of the Board.
Section 6. Secretary. The Secretary shall keep a record of
all proceedings of the stockholders of the Corporation and of the
Board of Directors, and shall perform like duties for the standing
committees when required. The Secretary shall give, or cause to be
given, notice, if any, of all meetings of the stockholders and shall
perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President. The Secretary
shall have custody of the corporate seal of the Corporation and the
Secretary or, in the absence of the Secretary any Assistant Secretary,
shall have authority to affix the same to any instrument requiring it,
and when so affixed it may be attested by the signature of the
Secretary or an Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of
the corporation and to attest such affixing of the seal.
Section 7. Assistant Secretary. The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in the
absence of the Secretary or in the event of the Secretary's inability
or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the
Board, the President or the Secretary. Section 8. Other Officers.
Any officer who is elected or appointed from time to time by the
Board of Directors and whose duties are not specified in these
By-Laws shall perform such duties and have such powers as may be
prescribed from time to time by the Board of Directors.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. The shares of the Corporation shall be
represented by certificates in the form approved by the Secretary;
provided, however, that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes
or series of the Corporation's stock shall be uncertificated
shares. Certificates of stock in the Corporation, if any, shall
be signed by or in the name of the Corporation by the Chairman
of the Board or the President and the Secretary or an Assistant
Secretary of the Corporation or transfer agent as authorized by
the Board. Where a certificate is countersigned by a transfer
agent, other than the Corporation or an employee of the
Corporation, or by a registrar, the signatures of the Chairman
of the Board, the President and the Secretary, or an Assistant
Secretary may be facsimiles. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued,
the certificate maybe issued by the Corporation with the same
effect as if such officer, transfer agent or registrar were such
officer, transfer agent or registrar at the date of its issue.
Section 2. Transfer. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate of
stock or uncertificated shares in place of any certificate
theretofore issued by the Corporation to the person entitled
thereto, cancel the old certificate and record the transaction
on its books.
Section 3. Replacement. In case of the loss, destruction
or theft of a certificate for any stock of the Corporation,
a new certificate of stock or uncertificated shares in place
of any certificate theretofore issued by the Corporation may
be issued upon satisfactory proof of such loss, destruction
or theft and upon such terms as the Board of Directors may
prescribe. The Board of Directors may, in its discretion,
require the owner of the lost, destroyed or stolen certificate,
or his legal representative, to give the Corporation a bond,
in such sum and in such form and with such surety or sureties
as it may direct, to indemnify the Corporation against any
claim that may be made against it with respect to a certificate
alleged to have been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. The Corporation shall indemnify, in
accordance with and to the full extent now or hereafter
permitted bylaw, any person who was or is a party or is
threatened to be made a part to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including,
without limitation, an action by or in the right of the
Corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the
Corporation, or is or was serving at the written request
of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, against any liabilities, expenses (including,
without limitation, attorneys' fees and expenses and any other
costs and expenses incurred in connection with defending such
action, suit or proceeding), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding. Other
enterprise shall include employee benefit plans; references to
fines shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to serving
at the request of the Corporation shall include, without
limitation, any service as a director, officer, employee or
agent of the Corporation or any of its subsidiaries which
imposes duties on, or involves service by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries. The indemnification
provided in this Article VI is not exclusive of any other right
to indemnification provided by law or otherwise.
Section 2. Expenses (including, without limitation,
attorneys fees and expenses) incurred in defending a civil
or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that
such director, officer, employee or agent is not entitled to
be indemnified by the Corporation under this Article VI or
under any other contract or agreement between such director,
officer, employee or agent and the Corporation.
Section 3. The indemnification provided by this article
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any law, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Section 4. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not
such person would be entitled to indemnity against such
liability under the provisions of this Article VI.
Section 5. The Corporation may enter into an indemnity
agreement with any director, officer, employee or agent of the
Corporation, upon terms and conditions that the Board of
Directors deems appropriate, as long as the provisions of
the agreement are not inconsistent with this Article VI.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board of
Directors.
Section 2. Corporation Seal. The corporate seal, if
any, shall be in such form as may be approved from time to
time by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.
Section 3. Waiver of Notice. Whenever any notice is
required to be given under law or the provisions of the
Certificate of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.
Section 4. Books. The Corporation will maintain or
cause to be maintained separate, full and accurate books
and records of the Corporation.
ARTICLE VIII AMENDMENTS
These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the Board of Directors. The fact that
the power to amend, alter,
repeal or adopt these By-Laws has been conferred upon the Board
of Directors shall not divest
the stockholders of the same powers if granted by statute.
Exhibit II ? Charter and Articles
Appendix A ? Terms Clarification
Term
Clarification
Units
A unit refers to an individual, fully operational Bitcoin
mining facility, including the necessary hardware,
infrastructure, and support systems.
Sites
Sites are the physical locations where Bitcoin mining units
are deployed. These are usually located near stranded natural
gas wells that supply energy.
Mobile Data Mining Facilities
These facilities are mounted on mobile platforms (e.g., trailers),
enabling easy transport between sites. They leverage stranded gas
wells for power.
Bitcoin Mining Facilities
These facilities consist of all components required for Bitcoin
mining, such as miners and cooling systems, designed to operate
using energy from gas wells.
Contract Statements / Disclaimers
Contract Statements
The contracts referenced herein may be outdated, replaced, or
supplemented.
Net income, revenue, projected unit amounts, and acquisition prices may
change as additional information about each unit becomes available.
However, these adjustments do not
change the capital requirements of the Company?s business model, as
Entrex acquires
units based on a multiple of verified net income. The final purchase
price of a unit may
differ from initial projections during the operational proof period,
as actual performance
is confirmed. If a unit fails to meet required standards during the
proof period, Entrex may,
in its discretion, elect not to complete the purchase of that unit.
Rollout Schedule Disclaimer / Risk
The rollout schedule attached from each developer is for
illustrative purposes only and reflects current management
expectations based on information
available at the time of preparation. Actual timelines, unit
deliveries, and deployment
milestones may differ materially due to operational, financial,
regulatory, and market
factors outside of the Company?s control.
Entrex makes no assurance that the rollout schedule will be
achieved
as presented, and delays, modifications, or cancellations may occur.
Investors should
not place undue reliance on the rollout schedule as a guarantee of
performance or future
results.
Appendix B ? CherAmi 100 Unit Contract
Appendix C ? Moria Purchase Agreement
Appendix D ? PickAxe Mining Letter of Intent
Appendix E ? PickAxe Mining Letter of Intent
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PART II AND III
3
20251021_1A.pdf
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