2023 CO/SSET
Offered by Entrex Carbon Offset Company, LLC
1,999,999 Shares of 2023 CO/SSET
Carbon Offset Dividend Securities
Reg A, Tier 1 Offering
Pending SEC Qualification
PART II
OFFERING CIRCULAR
Carbon Offset Dividend Securities
Offered By the Entrex Carbon Offset Company, LLC
150 E Palmetto Park Road, Suite 800
Boca Raton, FL 33432
Best Efforts Offering of up to 1,999,999 - 2023
CO/SSET Securities
Minimum Purchase: 1 Share Unit ($10.00 _
This prospectus relates to the offering and sale
of up to one million, nine hundred and ninety-nine
thousand nine hundred and ninety-nine (1,999,999 _
shares of 2023 CO/SSET Carbon Offset Dividend
Securities for an aggregate maximum gross dollar
offering of nineteen million, nine-hundred and
ninety-nine thousand, nine hundred and eighty d
ollars ($19,999,980 _ (the Offering _.
The Offering is being made pursuant to Tier 1
of Regulation A, promulgated under the Securities
Act of 1933. Each 2023 CO/SSET Carbon Offset
Dividend Securities will be offered at ten dollars
($10.00 _ per unit. There is a minimum purchase
amount of one 2023 CO/SSET Carbon Offset Dividend
security at $10.00.
In the first quarter of each year the Entrex Carbon
Offset Company LLC's Board of Directors shall
announce the anticipated carbon offset dividend
expected to be provided that year to the holders
of the security. At the time of the carbon offset
dividend the then holders of the security may,
exclusively at the one-time option of the owner,
have the carbon offsets delivered as a retirement
certificate representing the carbon offset
dividend on behalf of the security owner,
or receive adequate ownership documentation
equal to the carbon offset dividend provided
from the then current year production from the
proceeds of the offering.
Production of carbon offsets shall be overseen
by KPMG from beginning to end and shall be
registered, validated, verified and minted
carbon offsets authorized by a United Nations
Authorized Registry. Upon serialization of
the offsets by the registry Entrex shall endeavor
to receive third party independent research
referencing the quality of said offsets and may,
exclusively at the direction of the Board, obtain
insurance to assure various processes and production
as available and appropriate.
Investing in this offering involves a 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 one
million, nine hundred and ninety-nine thousand
nine hundred and ninety nine (1,999,999 _ 2023
CO/SSET Carbon Offset Dividend Securities sold
per unit at $10.00.
This is our offering, and no public market
currently exists for our 2023 CO/SSET Carbon Offset
Dividend 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 offered 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.
While this offering is being qualified by the
Securities and Exchange Commission, we have a
current Regulation D exempt offering being
sold by the principals of the Company representing
the same terms and conditions of this Regulation
A offering (as filed and amended _.
When and if this offering becomes qualified, we
will cease the Regulation D offering and convert
the Reg D securities into the security offered
herein and continue to solicit the qualified
Regulation A offering.
Securities purchased by buyers of the Regulation
D exempt offering will be converted into
securities of the final Regulation A qualified
offering if and when it occurs.
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 the Regulation A and Regulation
D securities will be immediately available to
engage in the production of carbon offsets from
Entrex licensed projects.
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 2023 CO/SSET 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
2023 CO/SSET 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 R
EPRESENTATION TO THE CONTRARY IS UNLAWFUL.
# of
Price to Proceeds to
Proceeds to
Securities Public (2 _
Issuer (1 _ others
Per Security 1
$10.00
$9.00 $1.00
Total Minimum 1
$10.00
$9.00
$1.00
Total Maximum 1,999,999 19,999,990
$17,999,991.00
$1,999,999.00
(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 _
2023 CO/SSET securities are offered at
$10.00 per unit.
We are following the Offering Circular
format of disclosure under Regulation A.
The date of this Regulation A offering
circular is March 20, 2023.
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.
PART II
ITEM #2
TABLE OF CONTENTS
PART II...... ITEM 1......SUMMARY OF THE
OFFERING CIRCULAR.........................2
PART II...... ITEM 2.......TABLE OF
CONTENTS..............................
.......................6
PART II...... ITEM 3a.....SUMMARY OF
INFORMATION IN OFFERING CIRCULAR.....7
PART II...... ITEM 3b....RISK FACTORS......
.........................................
.............11
PART II...... ITEM 4......DILUTION.........
.............................................
................15
PART II...... ITEM 5......PLAN OF DISTRIBUTION
...............................................
...16
PART II...... ITEM 6......USE OF PROCEEDS TO
ISSUER.....................................
....17
PART II...... ITEM 7......DESCRIPTION OF
BUSINESS.................................
...........18
PART II...... ITEM 8......DESCRIPTION OF
PROPERTY...................................
............20
PART II...... ITEM 9...... MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...21
PART II...... ITEM 10....DIRECTORS,
EXECUTIVE OFFICERS AND SIGNIFICANT
EMPLOYEES.............................
....................................23
PART II...... ITEM 11....COMPENSATION OF
DIRECTORS AND OFFICERS... .........24
PART II...... ITEM 12....SECURITY
OWNERSHIP OF MANAGEMENT AND
CERTAIN SECURITYHOLDERS..
......................................26
PART II...... ITEM 13.... INTEREST OF
MANANGEMENT AND OTHER CERTAIN TRANSACTIONS
..............................................
...............27
PART II...... ITEM 14.... SECURITIES
BEING OFFERED.............................
............28
PART F/S... ITEM 15.... PROJECTED
FINANCIAL STATEMENTS......................
......30
PART III.....ITEM 16.... INDEX TO
EXHIBITS.................................
....................32
PART III.....ITEM 18.... SIGNATURE
PAGE......................................
...................36
PART II
ITEM 3a
SUMMARY OF INFORMATION IN OFFERING CIRCULAR
As used in this prospectus, references to the
Company, company , we, our , us ,
2023 CO/SSET Carbon Offset Dividend Securities
or the Entrex Carbon Offset Company or
Company refer to Entrex Carbon Offset
Company, LLC. unless the context otherwise
indicates.
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:
The Entrex Carbon Offset Company, LLC was
incorporated under the laws of the State of
Florida on December 8th, 2020. Our principal
office is located at 150 East Palmetto Park
Road, Suite 800, Boca Raton FL, 33432.
Management:
Our Chief Executive Officer & Chairman is
Stephen H. Watkins. Our Vice Chairman is
Rick Rochon. Our other Officers initially
include Thomas Harblin who assists in the
sales operations of the Company, Colin Turney
who assists in marketing of the company and
Thomas Hatfield who manages our technology
platform.
Controlling Shareholders:
Stephen H. Watkins, through the Entrex
Holding Company, EHCo, LLC, is the controlling
member of the LLC.
Description of Parent Corporation Business:
Entrex Carbon Market was founded in 2019 with a
mission to create the leading place to find,
research, track, manage and trade carbon offsets.
The company's initial focus has been carbon
offsets represent millions of various vintage
offsets from around the world. Buyers found
these offsets - but had significant
due-diligence and underwriting costs associated
with a trade which resulted in high friction,
difficult, due-diligence driven, bi-lateral trades.
The company's bi-lateral transaction history
exemplified how opaque price discovery was in
the market and, most important, how significant
carbon offset underwriting was prior to a trade
(required by buyers due to historical rampant
fraud in the industry _. We found there was no
disciplined, reliable supply of compliance-grade
offsets for buyers to have comfort in the
quality and ease of transaction execution.
These two fundamental market shortcomings (
quality and efficiency _ had us assemble a
network of United Nations and World Bank c
arbon offset project owners into a structure
that makes them private issuers of asset
backed securities under the SEC jurisdiction.
These private asset backed securities still
had buyer challenges due to the historical
fraud challenges resulting in buyers still
having to manage the underwriting of each
issuer's unique offsets - there was no
standardized, credible underwriting in the
market.
The Entrex Carbon Market revised its vision to
create the leading place to find, research,
track, manage and trade of standardized
compliance-grade carbon offsets with
regulatory oversight.
The Entrex Carbon Market revised its strategy
to create and market compliance-grade
offsets which inherently provided comfort and
confidence for buyers. In an effort to
mitigate this underwriting cost for buyers
Entrex and KPMG established a relationship
whereby KPMG's Project Management Organization
(PMO _ oversees the ISO Auditors and Registry
methodologies from project registration
through minting and finally retirement of
the security. We believe the collective
efforts of United Nations Registries, ISO
approved Auditors and KPMG managing
authentication and provenance of each
security would provide buyers the confidence
and comfort in the underlying
compliance-grade offsets.
The Entrex Carbon Market established
compliance-grade carbon offsets to create
comfort, confidence and convenience for
buyers of carbon offsets.
Entrex Carbon Offset Company, LLC
The Entrex Carbon Market realized that
efficient trading of these standardized
compliance grade carbon offsets needed
a global distribution system; a network
through which regulated brokers could
transact securitized compliance grade
carbon offsets . This is where the
Entrex Carbon Offset Company offers a
solution.
The Entrex Carbon Offset Company
securitizes Entrex's compliance grade
carbon offsets into standardized asset
backed security registered with the
United States Securities and Exchange
Commission and sold through regulated
parties. It then offers an annual
dividend to the shareholders of the
CO/SSET securities, declared by the
Board in the 1st quarter of each year,
with the remaining offsets sold to the
market,
Entrex's securities are intended to be
traded by regulated market members as
private securities as required by regulators.
The Entrex Carbon Offset Company envisions
the 2023 CO/SSET 2023 CO/SSET Carbon
Offset Dividend Securities , as an SEC
qualified asset which will offer buyers
and sellers an efficiently traded,
standardized, security whereby owners
receive annual dividends of carbon
offsets as declared by the Board.
2023 CO/SSET offers an investment security
sold through regulatory-compliant
transactions and regulated market members
as an investment asset for buyers. This
Asset is anticipated to produce annual
dividends of carbon offsets, represented
as dividend income for the holders of the
security and subsequently retirement
certificates representing the use of
the carbon offsets as an expense for the
owners carbon neutrality needs.
It is envisioned the CO/SSET neutralizes
the cost of carbon offsets equal to the
annual dividend on the income statement
while maintaining the asset on the balance
sheet pursuant to GAAP.*
*Buyers need to consult legal, accounting
and investment professionals to determine
if the CO/SSET is appropriate for their
individual needs.
The 2023 CO/SSET development can be
summated into four distinct events.
1. Standardization of the underlying carbon
offset asset overseen by KPMG's Project
Management Organization (PMO _ who oversees
the ISO Auditors tracking UN Registry
methodologies from project registration
through minting and finally retirement
of the security. This process provides
authentication and providence of each
carbon offset - assuring a consistent standard.
2. Securitization occurs when Entrex and
KPMG assigns specific UN Registry carbon
offset serial numbers to specific CO/SSET
security dividends. KPMG's Capital Market
Team will manage agreed upon procedures
to confirm the asset backed components to
the Compliance-grade specification which
collectively establishes the basis for the
security.
3. Trading may occur when regulated traders
can access the qualified 2023 CO/SSET via
Bloomberg, Reuters and other trading desktops.
Traders can then establish bid and offers -
and electronically trade the 2023 CO/SSET
security electronically providing
frictionless trades.
4. Retirement occurs when an owner
redeems their security through the regulated
transfer agent. The transfer agent notifies
Entrex and KPMG's Project Management
Organization who then oversees the retirement
of the specific serial numbers at the United
Nations Registry which then results in a
retirement certificate being provided to the
redeemed security last owner.
Below we represent a high-level summary of
the 2023 CO/SSET Standardization, the
Securitization into an Asset Backed
Security and the associated Redemption
We believe the above processes allow any carbon
offset project, overseen by KPMG, result in
a standardized compliance-grade carbon
offset dividend security, which can be
efficiently traded with simplified retirement
solution (and associated authorized
retirement certificates _ for global carbon
buyers: resolving today's challenges through
existing public market infrastructure.
The end to end offset development,
securitization and retirement process
is managed by Entrex's IBM, award
nominated, technology platform.
THE OFFERING
Securities Offered:
This prospectus relates to the offering and
sale of up to one million, nine hundred and
ninety-nine thousand nine hundred and
ninety-nine (1,999,999 _ shares of 2023 CO/SSET
Carbon Offset Dividend Securities for an
aggregate maximum gross dollar offering of
nineteen million, nine-hundred and ninety-nine
thousand, nine hundred and eighty dollars
($19,999,980 _ (the Offering _.
The Offering is being made pursuant to Tier 1
of Regulation A, promulgated under the
Securities Act of 1933. Each 2023 CO/SSET
Carbon Offset Dividend Securities will be
offered at ten dollars ($10.00 _ per unit.
There is a minimum purchase amount of one
2023 CO/SSET Carbon Offset Dividend security
at $10.00.
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 securities being sold or when no
further securities are available for resale
from the United Nations or World Bank
Registries or via the decision by Company
management to deem the offering closed.
Offering Cost:
We estimate our total offering expenses to
be paid by our parent company the Entrex
Carbon Market, LLC.
PART II
ITEM 3b
RISK FACTORS
Investing in our securities involves risk.
In evaluating the Company and an investment
in the 2023 CO/SSET security 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
Carbon Offset Company'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 riskier than more developed
companies. You should consider general
risks as well as specific risks when
deciding whether to invest.
Risks Related to the Company
Entrex Carbon Offset Company is a development
stage business and may be adversely
affected managing the business and
regulatory challenges of the market sector.
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/s 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 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 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 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.
We rely on partners and related entities
to Register, Validate, Verify, Mint and
Retire Carbon Offsets which would provide
the underwriting collateral for the
Entrex Carbon Offset Securities. If the
services offered under respective
agreements are not fully adhered and/or
our license from Entrex is revoked our
operations could be severely affected:
Accordingly, our operations are subject
to the risks inherent in the establishment
of a new business enterprise, including
access to capital, licensed technologies,
successful implementation of our business
plan and limited revenue from operations.
Risks Relating to Our Business
We will be dependent upon key
administrative personnel of Entrex Carbon
Offset Company for our future success,
particularly Stephen H. Watkins:
If we lose this member of the Entrex
Carbon Offset Company's management team,
our ability to implement our business
strategy could be significantly harmed.
There is currently no active trading
market for our securities:
Our ability to grow will depend on our
ability to sell the 2023 CO/SSET Securities
to Market ONLY after the Entrex Carbon
Market has Registered, Validated, Verified
and Minted Carbon Offsets. Today the
Entrex Carbon Market has discussions with
136 Carbon Offset Projects which are
interested in moving forward. Entrex
Carbon Market will only engage these parties
once we the 2023 CO/SSET security, in its
private, PIPE or other security structure
has been presented and of interest to buyers.
If the Company can not produce Carbon
Offsets from the designated projects the
dividend may not be provided as declared
by the Board.
Our financial condition and results of
operations will depend on our ability to
manage our future growth effectively:
The Entrex Carbon Offset Company is a
company with limited operating history
which has many indications of interest
for the CO/SSET product. If the sales
of the 2023 CO/SSET do not occur as
expected the current and future of the
Company may be at risk. 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.
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 and buyers of
Carbon Offset securities who have access
to private Carbon Offsets which lack
liquidity and the securitization features
the 2023 CO/SSET Securities shall provide.
It is possible that potential buyers
might prefer the lack of liquidity or the
lack of securitization which the 2023
CO/SSET provides and therefore would not
have demand in the market. Many of our
competitors offer private carbon offset
securities which albeit lack what we
see as the 2023 CO/SSET benefits but
which may be perceived as better investment
opportunity - if this occurs our ability
to implement our business strategy could
be significantly harmed.
Our operating results are subject to
fluctuation as a result of the nature of
our business, and if we fail to achieve
our objectives the company may not continue
to operate.:
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 and the number of companies
that agree to offer Carbon Offset Securities
allowing us to issue the 2023 CO/SSET
Securities. If investors lack interest
or Carbon Offset are not available for
securitization then the CO/SSET Securities
may not be available to sell and our
business model and potential unable to operate.
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 the Entrex Carbon Offset
Company, LLC may serve as officers,
directors or principals of entities
that operate in the same or a related line
of business or other companies managed by
affiliates of the EHCo, LLC, the Entrex Holding
Company, which 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 the company.
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 Carbon Offset
Company, LLC may be owners or principals
of entities that the EHCo, LLC may purchase.
Accordingly, if this occurs, they may
have obligations to investors in those
entities which may not be in the best
interest of the 2021 Entrex Carbon Offset
Security holders,
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 Carbon Offset Company, LLC
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 objectives,
operating policies and strategies without
prior notice or any 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 2023 CO/SSET may be publicly
traded, there will be uncertainty regarding
our value:
We have arbitrarily established a price of
our securities based on our perception of
comparables in the industry and our
anticipated operating methodology.
This valuation may fluctuate significantly
and could have no relevance to actual
results of the CO/SSET security or the
Entrex Carbon Offset Company, LLC.
Entrex Carbon Offset Company's purchase
of related companies:
At the discretion of management; we may
or may not elect to purchase related companies
which may or may not have conflicts of
interest for the Company or management
using proceeds of this offering or
establishing debt or other securities
which may have a negative effect on to
2023 CO/SSET security and offering.
Entrex Carbon Offset Company's purchase
and license of technologies from related
parties:
At the discretion of management; we may
or may not elect to purchase and license
technologies from related companies which
may or may not have conflicts of interest
for the Company or management using proceeds
of this offering or establishing debt or
other securities which may have a negative
effect on to 2023 CO/SSET security and the
holders of this offering.
Entrex Carbon Offset Company's limited
operational experience:
Entrex Carbon Offset Company has had
limited operations which may not, be
sufficient for the business and plans
outlined. We project being able to pay
investors the dollar for dollar dividend
this year - but have no operating history
to prove this. If management fails to
operate as planned the operational
cash-flows could limit the value of
the 2023 CO/SSET Carbon Offset Dividend
Security holders or significantly affect
the operations of the enterprise. If
sufficient funds are not available to
manage Entrex Carbon Offset Company,
LLC and/or any of the partners or related
companies the value of the Entrex Carbon
Offset Securities could diminish in value.
Investors may lose some of the complete
value of the 2023 CO/SSET Carbon Offset
Dividend Security.
PART II
ITEM 4
DILUTION
We are offering Securities called 2023
CO/SSET Carbon Offset Dividend Securities.
We are limited to issuing 1,999,999 2023
CO/SSET Securities pursuant to this offering.
If Entrex's carbon offset project licensees
offer the creation of more carbon offset
dividends than this offering can manage we
may choose to issue a secondary offering to
offset demand. As such each of the 2023
CO/SSET Carbon Offset Dividend Securities
Offered in the prospectus will maintain
their allocated and assigned 2023 Carbon
Offset anticipated dividend - however
additional units may be offered, based on
available United Nations and World Bank
Registries of Carbon Offsets, which may
authorize additional 2023 CO/SSET Dividend
Securities as appropriate.
Future offerings may dilute the 2023
CO/SSET Carbon Offset Dividend Securities
collectively for the company but are not
anticipated to dilute the declared annual
dividend nature of the CO/SSET security.
PART II
ITEM 5
PLAN OF DISTRIBUTION
We are offering a maximum of 1,999,999 2023
CO/SSET on a no minimum, best efforts basis.
The offering will terminate upon the earlier
to occur of: (i _ the sale of all 2023 CO/SSET
Carbon Offset Dividend Securities, or (ii _ the
decision by Company management to deem the
offering closed.
Our 2023 CO/SSET Carbon Offset Dividend
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.
State Securities Laws:
Under the securities laws of some states the
2023 CO/SSET Carbon Offset Dividend Securities
may be sold in such states only through
registered or licensed brokers or dealers.
In addition, in some states the 2023 CO/SSET
Carbon Offset Dividend Securities may not be
sold unless the 2023 CO/SSET Securities have
been qualified for sale in the state or an
exemption from registration or qualification
is available and is complied with.
PART II
ITEM 6
USE OF PROCEEDS TO ISSUER
We estimate that the net proceeds from the sale
of the 1,999,999 2023 CO/SSET Carbon Offset
Dividend Securities pursuant to this Offering
will be approximately $17,999,991 after
deducting the estimated offering, selling
and operational expenses of approximately
$1,999,999.
Accordingly, we expect to use the net
proceeds, estimated as discussed above as
follows, if we raise the maximum offering
amount: Maximum Offering Amount: $19,999,990
Fully funding Offering: 100%
$19,999,990
Disclosed Expenses: 10%
$ 1,999,999
Net Offering distributed: 100%
$17,999,991
Net Offering distributed to the Company shall
be used in the following manner: Operations
and Management to produce carbon offsets
from licensed Entrex Carbon Offset projects
sufficient for the annual declared carbon
offset dividend and additional carbon offset
sales to offset production, operations and
management of the company.
PART II
ITEM 7
DESCRIPTION OF BUSINESS
Description of Business:
Entrex was founded in 2001 to create a
capital market system for entrepreneurial
companies ( Entrex is short for
entrepreneurial exchange _.
Since that time, Founder & CEO Stephen H.
Watkins has assembled both a team and a
family of companies with leading-edge
technology, using the IBM technology stack,
to serve the needs of all market
participants: companies, investors and
intermediaries. As a final step in this
evolution the Entrex Holding Company
( EHCo or Entrex _ was established to
help drive synergies among these underlying
companies, and to create a comprehensive
market system, similar to the infrastructures
of NASDAQ or NYSE, yet to help smaller
companies access capital while providing
control, compliance, and transparency to
all market participants.
Entrex Licenses the Origination through
Trading Technology to various businesses
including the Entrex Carbon Market LLC.
(www.EntrexCarbonMarket.com _ and this
company.
The Entrex Carbon Market provides services
to create offsets for private licensees
which have underdeveloped Carbon Offsets.
As part of the Entrex Carbon Market
process to Register, Validate, Verify,
Mint, Trade and Retire an issuers carbon
offsets Entrex Carbon Offset Company,
LLC funds production, operations and
management to create carbon offsets from
Entrex Licensed projects from the proceeds
from the sale of the 2023 CO/SSET Carbon
Offset Dividend Securities.
Description of Operations:
Entrex Carbon Offset Company, LLC takes
licensed carbon offset projects and
supports operations, management and
production of each project's carbon
offsets. The CO/SSET security proceeds
and subsequent projected income pays
for the annual production and
anticipated dividend to shareholders.
Entrex Carbon Offset Company, LLC utilizes
its employees and partners to Register,
Validate, Verify, Mint, Trade and
Retire an issuer's carbon. After
an Issuer's Carbon Offsets have been
minted offsets shall first be
provided to holders pursuant to
the declared dividend and then
for sale to replenish the costs
for the subsequent year production,
operations and management of the
licensed projects.
2023 CO/SSET offers an investment
security sold through regulatory-
compliant transactions and regulated
market members as an investment asset
for buyers. This Asset is anticipated
to produce annual dividends of carbon
offsets, represented as dividend
income for the holders of the
security and subsequently retirement
certificates representing the use
of the carbon offsets as an expense
for the owners carbon neutrality needs.
It is envisioned the CO/SSET
neutralizes the cost of carbon offsets
equal to the annual dividend on the
income statement while maintaining the
asset on the balance sheet pursuant
to GAAP.*
*Buyers need to consult legal,
accounting and investment professionals
to determine if the CO/SSET is
appropriate for their individual needs.
Historical Operations:
Entrex Carbon Offset Company, LLC has
no historical operations but relies on
the Entrex Holding Company's technology
platform, licensed in 2019, to operate
and manage the assignment and
collateralization of an Issuer's
Carbon Offsets.
Information of the Licensed Technology
platform is available in the IBM Case
Study on www.EntrexCarbonMarket.com.
Current Operations:
Entrex Carbon Offset Company, LLC is
managed by Stephen H. Watkins the CEO
of the Entrex Holding Company
(EHCo, LLC _, Entrex Carbon Market,
LLC and the Entrex Carbon Offset Company
, LLC. As such once a Licensee's Carbon
Offsets are Minted within the Entrex
Carbon Markets methodologies he would
operate Entrex Carbon Offset Company,
through a limited staff and independent
contractors, which, in turn, would
utilize the licensed technology
platform to execute the assignment
of a Licensee's Entrex Carbon Offsets
to 2023 CO/SSET Security under the
oversight of KPMG.
Once assigned and collateralize the
2023 CO/SSET securities would be
sold through regulated market members.
When a 2023 Entrex Carbon Offset is
Retired by an owner the Entrex Carbon
Offset Company staff would then manage
the Retirement of the asset with the
appropriate United Nations or World
Bank Registry and manage the retirement
of the security for trading under the
oversight of KPMG.
Growth Strategy:
The Company's growth is anticipated
through further sales via the Entrex
Carbon Market and its independent
sales and marketing initiatives to
potential Carbon Offset producers.
Each Carbon Offset Producer who
becomes a Licensee of the Entrex
Carbon Market would then contractually,
once their Carbon Offsets are Minted,
be obligated to assign their Carbon
Offsets to the Entrex Carbon Offset
Company's CO/SSET Security pursuant
to this prospectus.
If more compliance-grade carbon
offsets are available to the Entrex
Carbon Offset Company we may choose
to have additional offerings similar
to this or elect a different structure
which offers efficiency to market which
offers the same or additional benefits.
The timing and commencement of our growth
plans may be influenced by the success
of this prospectus' offering. And we
may not raise sufficient proceeds
through this offering in order to
fully execute our business plans.
PART II
ITEM 8
DESCRIPTION OF PROPERTY
The Entrex offices are located on the
8th Floor at 150 East Palmetto Park Road,
Boca Raton, Florida.
Entrex Carbon Offset, LLC operates l
icensed technologies to originate,
place and service Carbon Offsets and
their issuances on behalf of clients.
These technologies are located in
IBM Licensed Servers located in nationwide
web-based server facilities which
manage backup and operations of said
servers and technology.
Today limited personnel operate at
this location and often are working
within related entities of Entrex
Carbon Offset, LLC and the holding
company EHCO, LLC. We anticipate,
pursuant to the completion of this
offering to supplement our team.
PART II
ITEM 9
MANAGEMENT DISCUSSION AND ANALSIS
OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Entrex Carbon Offset Company
operates on a cash-flow breakeven
basis since our inception. We
anticipate hiring employees and/or
independent contractors pursuant
to offset our operating needs from
the proceeds of this offering.
CO/SSET acquires compliance-grade
carbon offsets from the Entrex
Carbon Market's Carbon Offset
Rights Agreement ( CORA _. This
agreement is analogous to an oil
and gas mineral rights agreement.
Entrex's CORA is a patent pending
contract which assigns the sale of
KPMG overseen carbon offset projects
to the Entrex Carbon Offset Company
which in turn assembles asset
backed securitized offsets into the
CO/SSET security as defined herein.
The Entrex Carbon Market has over
200 Carbon Offset Producing Real
Estate Projects (COPRe Projects _
in various stages of licensing and
sales representing over 2,000,000
acres of forestry lands which
potentially produce nearly
200,000,000 offsets. If all of
these come to market we could have
over $2,000,000,000 in COPRe CO/SSET
product available to market.
Entrex has also developed their Oil
and Gas Cap and Trade program.
These projects cap leaking oil and
gas wells which in-turn create carbon
offsets. Entrex has helped develop
legislation with the State of Louisiana
which, if executed, provides legal
rights to the offsets to the service
provider. There are an estimated 2.
1 million oil and gas wells in the
United States which are estimated to
produce about $250,000 carbon offsets:
a multi-billion dollar
additionality opportunity.
The Entrex Carbon Offset Company
is the recipient of assigned Entrex
Carbon Market Licensed Carbon Offsets
(COPRe and Cap and Trade Carbon
Offset Projects _. We do not
anticipate this to be a labor-intensive
business therefore few full-time, if
any, employees are expected to be needed
on behalf of the CO/SSET processes -
all services are done by external
parties and sales through regulated
agents.
The Entrex Carbon Market management
shall be accountable for all processes
on behalf of 2023 CO/SSET Security
Holders. This creates an efficient
end to end process and single point
of contact for 2023 CO/SSET security
holders.
Plan of Operations:
We believe the Entrex Carbon Market
licensed technology platform has
matured to an operational basis
over the 15 years of development of
the IP. In 2017 Entrex proved
through our technology we can
originate, structure, place, trade and
service private securities.
Our technology and operational
processes culminate in private
company securities trading among
regulated parties and we believe
they have no functional nor
compliant issues.
We in turn have managed the
securitization of private carbon
offsets from licensed projects and
believe we can trade these securities
via similar protocols between regulated
parties. The 2023 CO-SETT security
being one of these.
Material Changes:
Excluding normal operational growth
and associated changes in operations
and/or technology no material changes
are expected in the operations or
investor returns in 2023-CO/SSET.
Various micro and macro-economic
national or global events could have
significant effect on the holdings
of the Company as these events could
or would have operational effect on
the held securities of underlying
companies.
Liquidity:
The 2021 Entrex Carbon Offset Securities
are expected to have limited liquidity
unless listed on an over-the-counter or
public market. Management actively
plans of listing the 2023 Entrex Carbon
Offset Securities once approved by the
United States Securities and Exchange
pursuant to this prospectus.
PART II
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS, AND
CONTROL PERSONS
Our executive officers and directors
as of the date of this offering are
as follows:
Name Position
Stephen H. Watkins Managing Member
Richard Rochon Board
Thomas Hatfield Partner
Tom Harblin Partner
Colin Turney Partner
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.
Richard C. Rochon: is Vice Chairman of the
Board of the Entrex Holding Company
(EHCo, LLC _. Mr. Rochon has extensive
experience as an investor, shareholder,
director and officer of various public and
private companies throughout his career
and has been involved in numerous
acquisitions, divestitures, spin-offs,
initial public offerings, secondary
offerings and other corporate financings
and transactions. Prior to joining
Entrex Mr. Rochon formed RPCP.
Thomas Hatfield: Manages the IBM
Technology Platforms across EMI and
the associated Entrex Capital Market
System companies. Mr. Hatfield brings
over 30 years of expertise creating and
solving complex online information
systems. His technical experience
includes the US Army and with General
Electric where was a Engineer for final
testing and ground-station operations
for military space-satellite communications.
His expertise is over 20 years creating
custom systems, for organizations
including NEC Electronics, Flextronics
and PeopleSoft.
PART II
ITEM 11
COMPENSATION OF DIRECTORS AND OFFICERS
Name
Total Compensation*
Stephen H. Watkins $1.00
Richard Rochon $1.00
Thomas Hatfield $1.00
Tom Harblin $1.00
Colin Turney $1.00
*Compensation for operators and directors
of the Company are provided via wholly
owned subsidiaries of EHCo, LLC the Entrex
Holding Company and thru management or
licensing agreements to agreed parties.
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. 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. No
compensation is expected to be paid to
Directors or Officers until this offering
is made effective.
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 EMI
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.
Significant Employees:
As of the date of this prospectus, Stephen H.
Watkins is the Managing Member of the Entrex
Holding Company and is a key party to the
various Entrex companies. Other staff members
and/or entities will be involved in Entrex
Carbon Market and Entrex Carbon Offset Company
to manage the creation, assignment and
retirement of the 2023 CO/SSET Securities
discussed in this prospectus.
At the sole discretion of management various
employment agreements and/or contracts 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 control persons are 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
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.
PART II
ITEM 12
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN SECURITYHOLDERS
Title of Class Name of
Beneficial Amount Percent
of
Owner
class
Preferred Member Interests*
EHCo, LLC 1,000
100%*
2021 Entrex Carbon Offsets**
This Offering
1,999,999 100%**
*Preferred Member Interests have voting rights
controlled by Watkins the Managing Member of
the EHCo, LLC
*Authorized and Allocated to the maximum
provided by regulators.
PART II
ITEM 13
INTEREST OF MANAGEMENT AND
CERTAIN SECURITYHOLDERS
n/a
(the balance of this page is intentionally blank _
PART II
ITEM 14
SECURITIES BEING OFFERED
We are offering a maximum of 1,999,999 2023
CO/SSET Securities, each collateralized by
an associated, serialized and minted Carbon
Offset via a United Nations or World Bank
Carbon Registry. Investors, in-turn, will
own through the CO/SSET Security a specific,
registry serialized carbon offset until
retired by the CO/SSET owner or when canceled
two years after the serialization year on
the last business day of the year. At that
point any unredeemed/retired 2023 CO/SSET
Securities will be materialized and Entrex
Carbon Offset Company shall be the recipient
of the related carbon offset of unredeemed
securities. Notice shall be provided prior
to the 12/31 liquidation date to owners of
record (2023 CO/SSET Securities will
liquiditate on 12/31/2024 _. Any owners
that acknowledge shall be provided a
certificate referencing their ownership
of the carbon offset registry serial number.
Security holders who do not notify the
Entrex Carbon Offset company of their
desires and intent of the CO/SSET security
may forfeit future rights of the Security
and associated carbon offsets.
The Entrex Carbon Offset Security only have
rights and warranties associated with the
associated and serialized Carbon Offset via
a United Nations or World Bank Carbon
Registry. The only right the Entrex
Carbon Offset Security holder maintains
are the rights and warranties associated
with the carbon offset as defined herein.
2023 CO/SSET Securities have no
dividend rights;
2023 CO/SSET Securities have no
voting rights;
2023 CO/SSET Securities have no
liquidation rights;
2023 CO/SSET Securities have no
pre-emptive rights;
2023 CO/SSET Securities have no
conversion rights;
2023 CO/SSET Securities have no
redemption provisions;
2023 CO/SSET Securities have no rights
inferred to the selection of the Managing
Member;
2023 CO/SSET Securities have no rights
inferred to the decisions of the
Managing Member;
22023 CO/SSET Securities have no voting
rights for any future Board of Directors
if created;
2023 CO/SSET Securities have no
voting rights or selection of any Officers;
2023 CO/SSET Securities have no decision
on the leverage the Company decides to
obtain;
2023 CO/SSET Securities have no
decision on and sale/merger or
acquisition;
2023 CO/SSET Securities have no
liabilities for further calls or
future offerings;
2023 CO/SSET Securities have
no liabilities associated with the company;
2023 CO/SSET Securities have no
financial benefit beyond the
associated Carbon Offset Collateral.
PART F/S
ITEM 15
PROJECTED FINANCIAL STATEMENTS
Income Statement
Not Operating
Balance Sheet
Assets:
Cash:
0.00
1.999.999 Contracted Carbon Offsets
: $19,999,990.00
Liabilities
Payables for Carbon
Offsets: $11,999,994.00
Equity:
$ 7,999,996.00
Liabilities and Equity:
$19,999,990.00
Note 1. Organization, History
and Business
Entrex Carbon Offset Company
( the Company _ was authorized as a
Limited Liability Corporation in Florida
on December 8th 2020 and initiated
operations on January 1st 2023. The
Company was established for the purpose
of creating a tradable security for the
benefit of the Entrex Carbon Market
Carbon Offset Rights Agreement
licensed Clients. The Company's
fiscal year end is December 31.
Note 2. 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 March 31,2023.
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 any revenue
nor expenses . 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 migh
t be necessary should the Company be
unable to continue as a going concern.
ITEM 16
INDEX TO EXHIBITS
Exhibit A. State Filing Documents
Exhibit B. Federal EIN
Exhibit C. SEC Reg A Filing Confirmation
PART III
Exhibit A.
State Current Status Documents
PART III
Exhibit B.
Federal EIN
PART III
Exhibit C.
SEC Confirmation of Reg A filing
Original Filing Acceptance:
PART III
Exhibit D.
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 27, 2023.
ENTREX CARBON OFFSET, LLC
By:
/s/ 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
Title
Date
/s/ Stephen H. Watkins
Managing Member
March 27, 2023
Stephen H. Watkins
(and Principal Executive Officer _