PART II
OFFERING CIRCULAR
ENTREX MARKET INDEX, LLC
150 E Palmetto Park Road
Suite 800
Boca Raton, FL 33432
Best Efforts Offering of up to 2,000 Preferred Equity Securities
(?TIGRtokens?)
Minimum Purchase: 1 Unit ($10,000)
This prospectus relates to the offering and sale of up to Two
Million (2,000,000) Preferred Equity TIGRtoken Securities
of the Company for an aggregate, maximum gross dollar offering
of Twenty Million ($20,000,000) Dollars (the ?Offering?). The
Offering is being made pursuant to Tier 1 of Regulation A,
promulgated under the Securities Act of 1933. Each Preferred
Equity Security will be offered at Ten Dollars ($10) per unit.
There is a minimum purchase amount of One Preferred Equity
TIGRtoken Security, at $10 per unit for an aggregate purchase
price of Ten ($10) Dollars.
Investing in this offering involves high degree of risk, and you
should not invest unless you can afford to lose your entire
investment: see ?Risk Factors?. This offering circular relates
to the offer and sale or other disposition of up to Two Million
(2,000,000) Preferred Equity Securities, at Ten Dollars
($10) per unit.
This is our offering, and no public market currently exists for
our Preferred Equity securities. The proposed sale will begin as
soon as practicable after this Offering Circular has been
qualified by the Securities and Exchange Commission (the ?SEC?)
and the relevant state regulators, as necessary and will
terminate on the sooner of the sale of the maximum number of
shares being sold, twelve months from the effective date of this
Offering Statement or the decision by Company management to deem
the offering closed. The shares offered hereby are offered on a
?best efforts? basis, and there is no minimum offering.
We have made no arrangements to place subscription proceeds or
funds in an escrow, trust or similar account, which means that
the proceeds or funds from the sale of securities will be
immediately available to us for use in our operations and once
received and accepted are irrevocable. See ?Plan of
Distribution? for a description of our Preferred Equity
securities offering.
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.
THE PREFERRED EQUITY SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?),
OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND
SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THESE LAWS. THE PREFERRED EQUITY SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE
COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
(1)
The amounts shown are before deducting organization and offering
costs to us, which include legal, accounting, printing, due
diligence, marketing, consulting, finders fees, selling and other
costs incurred in the offering of the common stock.
(2)
The Preferred Securities (TIGRtokens) are offered at $10 per unit.
We are following the ?Offering Circular? format of disclosure
under Regulation A.
The date of this Preliminary Offering Circular is March 6, 2018
FORWARD LOOKING STATEMENTS
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS
AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY,
ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-
LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY?S
MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS
?ESTIMATE,? ?PROJECT,? ?BELIEVE,? ?ANTICIPATE,? ?INTEND,?
?EXPECT? AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT
MANAGEMENT?S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE
SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE
COMPANY?S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE
MADE.
TABLE OF CONTENTS
1. SUMMARY OF INFORMATION IN OFFERING CIRCULAR??????????5
2. RISK FACTORS?????????????????????????????9
3. DILUTION???????????????????????????????14
4. PLAN OF DISTRIBUTION????????????????????????15
5. USE OF PROCEEDS TO ISSUER??????????????????????16
6. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS??18
7. HISTORICAL AND PROJECTED FINANCIAL STATEMENTS????????????20
8. SIGNATURE PAGE??????????????????????????????24
1.
SUMMARY OF INFORMATION IN OFFERING CIRCULAR
As used in this prospectus, references to the ?Company,?
?company?, ?we,? ?our?, ?us?, ?EMI? or ?Company Name? refer to
ENTREX MARKET INDEX, LLC. unless the context otherwise
indicated.
You should carefully read all information in the prospectus,
including the financial statements and their explanatory notes,
under the Financial Statements prior to making an investment
decision.
The Company
Organization:
We were incorporated under the
laws of the State of Florida on
January 24, 2018. Our principal
office is located at 150 E
Palmetto Park Rd Suite 800, Boca
Raton FL, 33432.
Capitalization:
$100
Management:
Our Chief Executive Officer &
Chairman is Stephen H. Watkins.
Our Vice Chairman is Rick Rochon.
Our other Directors initially
include Alexander Adami and Erin
Flaherty both who assist in the
operations of the Company.
Controlling
Shareholders:
Stephen H. Watkins is the
controlling shareholder
Our Business
Description of
Business:
Entrex Market Index or EMI is the
composite index of the Entrex
Capital Market. The EMI purchases
up to 10% of each company that
issues revenue enhanced debt
securities (called TIGRcubs) on
the Entrex Capital Market System.
The Entrex Capital Market, or
?Entrex? was founded in 2001 as an
Entrepreneurial Exchange with the
mission to be the leading ?Capital
Market System for Entrepreneurial
companies?
Entrex focuses on $5-250 million
annual revenue, cash-flowing
companies, via its Patented
revenue enhanced debt security
called a TIGRcub.
The TIGRcub simplifies investing
in this sector of companies by
avoiding equity valuation issues
and liquidity by simply providing
a debt structure which may have a
base interest rate and a small
slice of revenue distributed to
the TIGRcub holder on a monthly
basis.
This methodology provides monthly
yield to investors ? with the
potential of enhanced-yield
through revenue participation.
Through the establishment of
monthly yield the TIGRcub can be
valued on a Net Present Value
basis.
Description of
Operations:
The Entrex Market Index decides
which company?s TIGRcub?
Securities to purchase.
The Entrex Market Index?s monthly
GAAP Gross Revenues are
distributed by Issuing companies
to the Entrex eChain LLC, the
present payment and servicing
company for TIGRcub? Securities.
The Entrex Market Index Preferred
Equity holders (TIGRtoken holders)
receive 99% of monthly GAAP Gross
Revenues (received as TIGRcub
Interest Payments, or TIPs from
TIGRcub investments) to Investors
on the 30th of each month (or the
next business day pursuant to the
payment and services agreement).
1% of the monthly GAAP Gross
Revenues of the Entrex Market
Index are provided to the Company
although limited direct costs
associated with the entity are
directly. Historically,
operational costs of the
distributions are paid by the
Entrex Capital Market, LLC.
The Entrex Market Index calculates
various monthly Revenue Index of
all the companies within the
Entrex Capital Market for
distribution to media channels.
The Company anticipates, over
time, that it may create licensing
income from the distribution of
these indexes.
Historical
Operations:
The Entrex Market Index has
purchased a limited series of
various companies TIGRcub
Securities since February 2017.
Through the monthly distributions,
pursuant to their TIGRcub
agreements, the Entrex Market
Index produced a return of 12.19%
with interest distributed monthly
to investors*.
*The annualized average rate of
return is based on TIGRcubs issued
since February 2017. An investor
should not rely on past
performance as an indication of
future performance. TIGRcub values
and returns will fluctuate.
Investing in TIGRcubs is subject
to various risks that should be
taken into consideration, such as
(but not limited to) market risk,
liquidity risk, and risk of
default.
Current Operations:
The Company currently manages a
limited series of TIGRcub
investments and is managing the
intended acquisition of up to 10%
of existing and future issuers
across the Entrex Capital Market.
Growth Strategy:
The Company anticipates growth
through a series of secondary
offerings to increase the size of
the Entrex Market Index collection
of Preferred Equity (TIGRtoken)
securities.
Capital growth will provide
diversification beyond the
proceeds of this offering. The
timing of commencement of
operations may be influenced by
our relative success of this
offering. We may not raise
sufficient proceeds through this
offering in order to fully execute
our business plans.
The Offering
Securities Offered:
Use of Proceeds
2,000,000 Preferred Equity
securities at $10 per unit.
The net proceeds will be deployed
for purchasing up to 10% of the
TIGRcub offering per Entrex
Issuer.
Termination of the
Offering:
The offering will commence as soon
as practicable after this Offering
Circular has been qualified by the
Securities and Exchange Commission
(the ?SEC?) and the relevant state
regulators, as necessary and will
terminate on the sooner of the
sale of the maximum number of
Preferred Equity securities being
sold, twelve months from the
effective date of this Offering
Statement or the decision by
Company management to deem the
offering closed.
Offering Cost:
We estimate our total offering
estimated offering, selling and
operational expenses of
approximately $2,000,000of the
total $20,000,000 offering amount.
2.
RISK FACTORS
Investing in our securities involves risk. In evaluating the
Company and an investment in the Preferred Equity securities,
careful consideration should be given to the following risk
factors, in addition to the other information included in this
Offering circular. Each of these risk factors could materially
adversely affect Entrex Market Index?s business, operating
results or financial condition, as well as adversely affect the
value of an investment in our securities. The following is a
summary of the most significant factors that make this offering
speculative or substantially risky. The company is still subject
to all the same risks that all companies in its industry, and
all companies in the economy, are exposed to. These include
risks relating to economic downturns, political and economic
events and technological developments (such as cyber-security).
Additionally, early-stage companies are inherently more risky
than more developed companies. You should consider general risks
as well as specific risks when deciding whether to invest.
Risks Related to the Company
The Company has limited capitalization and a lack of working
capital and as a result is dependent on raising funds to grow
and expand its business.
The Company lacks sufficient working capital in order to execute
its business plan. The ability of the Company to move forward
with its objective is therefore highly dependent upon the
success of the offering described herein. Should we fail to
obtain sufficient working capital through this offering we may
be forced to abandon our business plan.
Because we have a limited history of operations we may not be
able to successfully implement our business plan.
We have approximately one year of operational history producing
limited financial results to investors. Accordingly, our
operations are subject to the risks inherent in the
establishment of a new business enterprise, including access to
capital, successful implementation of our business plan and
limited revenue from operations. We cannot assure you that our
intended activities or plan of operation will be successful or
result in revenue or profit to us and any failure to implement
our business plan may have a material adverse effect on the
business of the Company.
We are dependent on the sale of our securities to fund our
operations.
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 officers and
directors have made no written commitments with respect to
providing a source of liquidity in the form of cash advances,
loans and/or financial guarantees. There can be no guarantee
that we will be able to successfully sell our equity securities.
Such liquidity and solvency problems may force the Company to
cease operations if additional financing is not available. No
known alternative resources of funds are available in the event
we do not generate sufficient funds from operations.
Risks Relating to Our Business
We will be dependent upon key administrative personnel of the
Entrex Market Index for our future success, particularly Stephen
H. Watkins. If we lose this member of the EMI management team,
our ability to implement our business strategy could be
significantly harmed.
We will depend on the experience, diligence, skill and network
of business contacts of our management personnel. The management
personnel, together with other professionals the EMI may retain
subsequent to our offering, will evaluate, negotiate, structure,
close, monitor and service our purchase of TIGRcub securities
from specific companies, as based on the proprietary weighted
formula approved by the EMI investment committee. Our future
success will be depend to a significant extent on the continued
service and coordination of the EMI administrative personnel,
Stephen H. Watkins, who is also the Chairman of the Board of
Directors. The departure of this individual could have a
material adverse effect on our ability to achieve our objectives
and manage the portfolio.
There is no active trading market for our securities.
There is currently no active trading market for our securities.
If we cannot get enough companies to join the portfolio, there
is a risk that TIGRtoken returns will not meet expectations.
In order for our business model to be successful, the Entrex
Market Index relies on numerous companies joining our portfolio
by selling the Company their TIGRcub securities. If there are
not a sufficient number of companies, the portfolio could fail
to meet expectations.
If there are not enough investors, there will not be enough cash
to deploy to a portfolio of desired size, which could affect
anticipated investor returns.
The Entrex Market Index business model relies, in part, on the
diversification of TIGRcubs purchased from numerous issuers. If
there are not sufficient investors, the Entrex Market Index may
not be able to purchase 10% of each issuing company?s offer and
the portfolio may fail to meet investor expectations.
Our ability to grow will depend on our ability to raise capital.
We need access to investor capital in order to purchase TIGRcub
securities of private companies.
Our financial condition and results of operations will depend on
our ability to manage our future growth effectively.
The Entrex Market Index is a company with limited operating
history. As such, it is subject to the business risks and
uncertainties associated with any new business enterprise,
including the lack of experience in managing or operating a
business of this type. Our ability to achieve our objectives
will depend on our ability to grow, which will depend, in turn,
on our management personnel?s ability to identify, analyze and
purchase TIGRcubs from companies that meet the Entrex Market
Index purchase criteria.
Accomplishing this result on a cost-effective basis is largely a
function of our management personnel?s structuring of
administrative duties, their ability to provide competent,
attentive and efficient services to us, and our access to
financing on acceptable terms.
We will operate in a highly competitive market for investment
opportunities.
We compete for investors with traditional investment vehicles
(including private equity funds and mezzanine funds), other
equity and non-equity based investment funds, investment banks
and other sources of financing, including traditional financial
services companies such as commercial banks and specialty
finance companies. Many of our competitors, although in a more
traditional investment space, are substantially larger than us
and have considerably greater financial, technical and marketing
resources than we do.
Our quarterly and annual operating results are subject to
fluctuation as a result of the nature of our business, and if we
fail to achieve our objectives, the value of our securities may
decline.
We could experience fluctuations in our quarterly and annual
operating results due to a number of factors, some of which are
beyond our control, including the number of investors, the
number of companies that agree to issue TIGRcubs?, the degree to
which we encounter competition in our markets and general
economic conditions. As a result of these factors, results for
any period should not be relied upon as being indicative of
performance in future periods.
There are significant potential conflicts of interest which
could impact our returns.
Our management team (and any that may be retained in the
future), and the future members of a Entrex Market Index may
serve as officers, directors or principals of entities that
operate in the same or a related line of business as we do or
organizations managed by affiliates of the Entrex Market Index
that may be formed in the future. Accordingly, if this occurs,
they may have obligations to investors in those entities, the
fulfillment of which might not be in the best interests of our
investors or us.
Operational and/or Ownership conflicts of interest.
Our management team (and any that may be retained in the
future), and the future members of the Entrex Market Index may
be owners or principals of entities that the Entrex Market Index
may purchase their TIGRcub Securities. Accordingly, if this
occurs, they may have obligations to investors in those entities
which may not be in the best interest of the Preferred Equity
(TIGRtoken) holders of the Entrex Market Index.
Our Management may choose to, exclusively at their option, to
sell or reclassify one or more class/es of securities which
could convey rights and privileges to their owners.
The Entrex Market Index management has the right to sell or
convert any of the Company?s securities into various securities
of any other company if deemed appropriate, exclusively at the
option of the management, into a private or publicly listed
Company.
Our Management may change our TIGRcub purchasing objectives,
operating policies and strategies without prior notice or
stockholder approval.
Our management has the authority to modify or waive certain of
our operating policies and strategies without prior notice and
without investor approval. However, absent investor approval, we
may not change the nature of our business so as to cease to
exist unless sold or purchased at the exclusive option of
management. We cannot predict the effect any changes to our
current operating policies or strategies would have on the
business model, operating results and returns to investors.
Nevertheless, the effects may adversely affect our business and
impact our ability to make distributions.
Changes in laws or regulations governing our operations may
adversely affect our business.
We are subject to regulation by laws at the local, state and
federal levels. These laws and regulations, as well as their
interpretation, may be changed from time to time. Any change in
these laws or regulations could have a material adverse effect
on our business.
Because the Entrex Market Index may be publicly traded, there
will be uncertainty regarding the value of our portfolio of
TIGRcubs.
We shall provide to investors our calculation of the present
value (PV) of the Entrex Market Index TIGRcub portfolio. This
valuation may fluctuate significantly and could have no
relevance to actual results of the Entrex Market Index.
Investing in private companies may present certain challenges to
us, including the lack of available information about these
companies.
We will be investing in private companies, which report to
Entrex eChain LLC through required proprietary
methodologies. Entrex eChain LLC, as a service provider, has
agreed to an acceptable corporate review process that may or may
not include mandating audited financial statements from each
portfolio company.
Purchase of previously issued Entrex Capital Market Issuer
TIGRcubs
At the discretion of management; we may or may not purchase
TIGRcub securities previously issued to investors by various
Entrex Capital Market TIGRcub Issuers. These TIGRcubs may be
purchased at a premium or a discount and at the sole discretion
of management which may or may not have conflicts of interest in
the company, management or price of such securities of said
issuer.
Purchase of previously issued Entrex Market Index TIGRcubs
securities.
At the discretion of management; we may or may not purchase
TIGRcub securities previously issued to investors by the Entrex
Market Index. These TIGRcubs may be purchased at a premium or
a discount, and/or purchased through the distribution of
Preferred Equity (TIGRtokens) with rights and warranties similar
to this offering and at the sole discretion of management which
may or may not have conflicts of interest in the company,
management or price of such securities of said issuer.
Entrex Market Index limited operational expenses.
Entrex Market Index has had limited operational personnel with
costs incurred by the Entrex Capital Market, LLC. If costs
were to be paid directly in the future the operations would
incur costs which could limit distributions to Preferred Holders
or significantly affect the operations of the enterprise. Any
funds remaining from the 1% fees withheld from the GAAP Gross
revenue investor distributions (99%) will be distributed to
operational personnel at the sole discretion of management.
3.
DILUTION
We are offering Preferred Equity Securities (TIGRtokens), which
will distribute 99% of GAAP Gross Revenue earned by the Entrex
Market Index to investors on a monthly basis.
Pursuant to the section labeled ?Warrants/Options? we may, or
may not, provide Preferred Equity securities (TIGRtokens) to
members of management, employees or partners which may or may
not have a dilutive effect to Preferred Equity securities
(TIGRtoken) returns.
We anticipate future offerings which will purchase more TIGRcubs
which could add to the diversification of the underlying
purchased TIGRcub assets. These potential future offerings
will dilute the holdings of this offerings Preferred Equity
(TIGRtokens).
4.
PLAN OF DISTRIBUTION
We are offering a maximum of 2,000,000 Preferred Equity Securities
on a no minimum, ?best efforts? basis. The offering will
terminate upon the earlier to occur of: (i) the sale of all
Preferred Equity TIGRtokens being offered, or (ii) 365 days
after this Offering Circular is declared effective by the
Securities and Exchange Commission or (iii) or the decision by
Company management to deem the offering closed.
Our Preferred Equity securities are not currently listed on any
national exchange or qualified for trading on any electronic
quotation system. No securities are being sold for the account
of security holders; all net proceeds of this offering will go
to the Company.
Warrants/options:
As of the date of this prospectus, there are no outstanding
warrants to purchase our securities. We may however, pursuant to
the direction of management, issue warrants and/or options to
individuals and/or entities in the future for the anticipated
benefit of the Preferred Equity TIGRtoken holders.
State Securities Laws:
Under the securities laws of some states, the Preferred Equity
(TIGRtokens) may be sold in such states only through registered
or licensed brokers or dealers. In addition, in some states the
common shares may not be sold unless the shares have been
registered or qualified for sale in the state or an exemption
from registration or qualification is available and is complied
with.
5.
USE OF PROCEEDS TO ISSUER
We estimate that the net proceeds from the sale of the 2,000,000
TIGRtokens in this Offering will be approximately $18,000,000,
after deducting the estimated offering, selling and operational
expenses of approximately $2,000,000.
Each company participating in the Entrex Capital Market System
has up to 10% of its offering committed for purchase by the
Entrex Market Index. Each $10,000 TIGRcub investment in The
Entrex Market Index owns a small portion of each TIGRcub
Issuers? offering, providing investors a diverse basket of
yield-oriented, revenue-enhanced, Preferred Equity securities.
Accordingly, we expect to use the net proceeds, estimated as
discussed above as follows, if we raise the maximum offering
amount: Maximum Offering Amount: $20,000,000
Anticipated Purchase of TIGRcubs from Entrex Capital Market
Issuers:
Fully funding Offering: 100% $20, 000,000
Disclosed Expenses: 10% $2,000,000
Net Offering distributed: 90% $18,000,000
Anticipated Purchase of TIGRcubs: $18,000,000
2017 Historical returns: 12.19%*
2017 Diluted return based as/if based on historical
performance: 10.95%**
*The annualized average rate of return is based on TIGRcubs
issued since January 2017. An investor should not rely on past
performance as an indication of future performance. TIGRcub
values and returns will fluctuate. Investing in TIGRcubs is
subject to various risks that should be taken into
consideration, such as (but not limited to) market risk,
liquidity risk, and risk of default. This document is not
intended as a solicitation or offer to sell TIGRcubs.
**Diluted return indicated are calculated ?as/if? the 12.19%
return provided to Entrex Market Index in 2017 had been diluted
pari-passu to the Net Offering distributed in this Offering. An
investor should not rely on past performance as an indication of
future performance. TIGRcub values and returns will fluctuate.
Investment Objectives:
Our primary investment objectives are
- to maximize the monthly yield distributed to of
investors
- to preserve and protect your capital contribution;
- to purchase TIGRcubs from high quality issuers to reduce
volatility and default risk
We will also seek to realize growth in the value of our
investments and to optimize the timing of their sale.
However, we cannot assure you that we will attain these
objectives or that the value of our investments will not
decrease. We have not established a specific policy regarding
the relative priority of these investment objectives.
Investment Criteria:
We believe the most important criteria for evaluating the
issuers whom we select for the Entrex Market Index include:
Company?s TIGRcub which are purchased by the Entrex Market Index
may or may/not have the indicated investment criteria but, at
the exclusive discretion of the company, may be waived as deemed
most effective for the anticipated benefit of Preferred Equity
(TIGRtoken) holders.
historic and projected cash flowing companies
High growth industries
Strong management
2:1 or higher Preferred Equity Service Coverage
(EBITDA/Total Preferred Equity Service)
3:1 or lower Preferred Equity to Equity
(Total Preferred Equity/Book Equity)
3.75:1 or lower Leverage Multiple
(Total Long Term Preferred Equity/EBITDA)
6.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors as of the date of this
offering are as follows:
Stephen H. Watkins: is Chairman of the Board and is the
founding Chairman and CEO of Entrex. 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.
Richard Rochon: is a seasoned investor and public company
director. He is the Vice Chairman of the Board and CEO and
Chairman of Royal Palm Capital Partners.
Compensation of Directors:
The independent directors will receive an annual retainer fee
and reimbursement of reasonable out-of-pocket expenses incurred
in connection with attending each board meeting. The independent
directors will receive $500 in connection with each committee
meeting of the Board of Directors 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. No compensation is expected
to be paid to directors until this offering is made effective.
Indemnification Agreements:
We shall enter into indemnification agreements with our
directors. The indemnification agreements are intended to
provide our directors the maximum indemnification permitted
under Delaware law. Each indemnification agreement provides that
EMI shall indemnify the director 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.
Significant Employees:
As of the date of this prospectus, Stephen H. Watkins is the key
personnel associated directly with the Entrex Market
Index. Other staff members and/or entities will be involved in
Entrex Market Index as required. Various employment agreements
and/or contracts have and may be made with key personnel which
regulate the manner of compensation and the potential option
purchases as provided in the employment agreements.
Family Relationships:
There are no family relationships among our directors or
officers.
Involvement in Certain Legal Proceedings:
None of our directors, executive officers or control persons is
known to have been involved in any of the following events
during the past five years:
1.
Bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to
that time;
2.
Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and
other minor offences);
3.
Being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; or
4.
Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment or decision has not been
reversed, suspended, or vacated.
Changes in Control:
We are unaware of any contract, or other arrangement or
provision of our Articles or by-laws, the operation of which may
at a subsequent date result in a change of control of our
company.
?
7.
HISTORICAL AND PROJECTED FINANCIAL STATEMENTS
Note 1. Organization, History and Business
ENTREX MARKET INDEX, LLC (?the Company?) became a Limited
Liability Corporation in Florida on January 24, 2018. The
Company was established for the purpose of adding a vehicle for
additional equity to fund Issuers, on an Indexed base, across
the Entrex Capital Market. The Company's fiscal year end is
December 31.
Note 2. Revenue Recognition
Revenue is derived from contracts with businesses through
TIGRcub Securities. Revenue is recognized in accordance GAAP
considered TIGRcub Interest Payments or TIPs.
Note 3. Stock Based Compensation
When applicable, the Company will account for stock-based
payments to employees in accordance with ASC 718, ?Stock
Compensation? (?ASC 718?). Stock-based payments to employees
include grants of stock, grants of stock options and issuance of
warrants that are recognized in the consolidated statement of
operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees
in accordance with ASC 505-50, ?Equity-Based Payments to Non-
Employees.? Stock-based payments to non-employees include
grants of stock, grants of stock options and issuances of
warrants that are recognized in the consolidated statement of
operations based on the value of the vested portion of the award
over the requisite service period as measured at its then-
current fair value as of each financial reporting date.
The Company calculates the fair value of option grants and
warrant issuances utilizing the Binomial pricing model. The
amount of stock-based compensation recognized during a period is
based on the value of the portion of the awards that are
ultimately expected to vest. ASC 718 requires forfeitures to be
estimated at the time stock options are granted and warrants are
issued to employees and non-employees, and revised, if
necessary, in subsequent periods if actual forfeitures differ
from those estimates. The term ?forfeitures? is distinct from
?cancellations? or ?expirations? and represents only the
unvested portion of the surrendered stock option or
warrant. The Company estimates forfeiture rates for all
unvested awards when calculating the expense for the period. In
estimating the forfeiture rate, the Company monitors both stock
option and
Note 4. Summary of Significant Accounting Policies
(continued)
Warrant exercises as well as employee termination patterns. The
resulting stock-based compensation expense for both employee and
non-employee awards is generally recognized on a straight-line
basis over the period in which the Company expects to receive
the benefit, which is generally the vesting period.
Note 5. Related Party Transactions
There have been no related party transactions other than the
following related party stock issuances.
Note 6. Income Taxes
The Company adopted the provisions of ASC 740-10-50, formerly
FIN 48, and ?Accounting for Uncertainty in Income Taxes?. The
Company had no material unrecognized income tax assets or
liabilities as of October 1, 2016.
The Company?s policy regarding income tax interest and penalties
is to expense those items as general and administrative expense
but to identify them for tax purposes. During the period
September 7, 2016 (inception) through October 1, 2016 there were
no income tax, or related interest and penalty items in the
income statement, or liabilities on the balance sheet. The
Company files income tax returns in the U.S. federal
jurisdiction and the state of Delaware. We are not currently
involved in any income tax examinations.
Note 7. Going Concern
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
Currently, the Company has no operating history and has not
generated significant revenue. These factors raise substantial
doubt about the Company?s ability to continue as a going
concern. Management believes that the Company?s capital
requirements will depend on many factors including the success
of the Company?s development efforts and its efforts to raise
capital. Management also believes the Company needs to raise
additional capital for working capital purposes. There is no
assurance that such financing will be available in the
future. The conditions described above raise substantial doubt
about our ability to continue as a going concern. The financial
statements of the Company do not include any adjustments
relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that
might be necessary should the Company be unable to continue as a
going concern.
?
8.
SIGNATURE PAGE
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 the City
of
Boca Raton and County of Palm Beach, in the State of Florida, March 6,
2018.
ENTREX MARKET INDEX, LLC.
By:
Stephen H. Watkins
Name:
Stephen H. Watkins
Title:
Managing Member(and Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities
and on the dates stated.
Signature Stephen H. Watkins
Title Managing Member (and Principal
Executive Officer
Date March 6, 2018