CIK 0002035567
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
Entrex Production and Installation Company, Inc.
2436 N Federal HWY PMB 276
Lighthouse PT, FL 33064
Telephone: (561) 465-7454
CIK 0002035567
6199
99-4553256
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Entrex Production and Installation Company, Inc.
Maximum combined offering of $19,999,999 consisting of
Class ?A? Common Stock [Quantity of Shares to be
Determined at Qualification]
Entrex Production and Installation Company, Inc. (?EPIC?,
?Entrex? or the ?Company?) is offering a combined
maximum amount of $19,999,999 of Class ?A? 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 Class ?A? 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.
The Entrex Production and Installation Company?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. EPIC's innovative model not only
addresses significant pain points in both industries but
also offers substantial financial returns and environmental
benefits through carbon offsets. Additionally, Entrex
Carbon Market focuses on the potential securitization of
debt/equity for EPIC and the sale of securitized carbon
offsets, positioning the organization to leverage both
environmental and financial markets.
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
$
18,000,000
$
0
Footnotes to table:
1. The Company is offering the Shares in this
non-public offering on a ?best efforts? basis solely
through the
Company?s officers and directors. The Company?s o
fficers 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.
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 OFFEREED 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 EPIC?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 Production and Installation
Company, 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.
Entrex Production and Installation Company, Inc. was incorporated in the
State of Florida on August 15, 2024. Our
principal executive offices are located at 150 East Palmetto Park Road,
Suite 800, Boca Raton, FL 33432.
The Entrex Production and Installation Company?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.
EPIC's innovative model not only addresses
significant pain points in both industries but also offers substantial
financial returns and environmental benefits
through carbon offsets.
The company has four units to purchase which will have third party
confirmed net income in the fourth quarter
2024. These units are the first facilities to be purchased of the 16
scheduled for delivery and ?Proof of Income?
confirmation in Q4 2024. The historical trailing twelve-month net income,
as represented by the sellers, for the
initial projects are:
Facility 1: $105,000
Facility 2: $200,363
Facility 3: $449,000
Facility 4: $105,000
Capital needed for these projects is anticipated to be $3,500,000
A total of 300 sites has been contracted for
delivery from three independent developers.
The company has arranged the buy-back of investor funds at an amount
equal to two times (2x) invested fund
($7,000,000 for Facilities 1, 2, 3 and 4) through year end 2025 by a
public entity (Entrex Carbon Market, Inc)
through an executed purchase/sale agreement with a third party.
The Company is an ?emerging growth company,? as defined in the
Jumpstart Our Business Startups Act of 2012
(the ?JOBS Act?). Under the JOBS Act, emerging growth companies can
delay adopting new or revised accounting
standards issued subsequent to the enactment of the JOBS Act until
such time as those standards apply to private
companies. The Company has irrevocably elected to avail itself of
this exemption from new or revised accounting
standards, and, therefore, will not be subject to the same new or
revised accounting standards as public companies
that are not emerging growth companies.
We are an ?emerging growth company?, as defined in 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 nonbinding advisory
vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
We may remain an ?emerging growth company? until as late as the f
iscal year-end following the fifth anniversary of
the completion of our IPO, though we may cease to be an emerging
growth company earlier under certain
circumstances, including if (a) we have more than $1.07 billion
in annual revenue in any fiscal year, (b) the market
value of our common stock that is held by non-affiliates exceeds
$700 million as of any June 30 or (c) we issue
more than $1.0 billion of non-convertible debt over a three-year period.
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 private
companies.
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
Class ?A? Common
Stock
We are offering shares of Class ?A? 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.
Repurchase of
Proceeds:
We plan to use the majority of the net proceeds from this offering
to fund the acquisition of
mining operations and to support key EPIC 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-gene
rating initiatives, as well as
for working capital.
The company has arranged the buy-back of investor funds at an
amount equal to two times
(2x) invested fund through year end 2025 by a public entity
(Entrex Carbon Market, Inc)
through an executed purchase/sale agreement.
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:
Contracted
Buy-Back:
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.
The company has arranged the buy-back of investor funds at an
amount equal to two times
(2x) invested fund through year end 2025 by a public entity
(Entrex Carbon Market, Inc)
through an executed purchase/sale agreement.
RISK FACTORS
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 businesses and start-up companies are often risky.
Small businesses may depend heavily upon a single customer, supplier,
or employee whose departure would
seriously damage the company?s profitability. The demand for the
Company?s product may be seasonal or be
impacted by the overall economy, or the company could face other
risks that are specific to its industry or type of
business. The Company may also have a hard time competing against
larger companies who can negotiate for better
prices from suppliers, produce goods and services on a large scale
more economically, or take advantage of bigger
marketing budgets. Furthermore, a small business could face risks
from lawsuits, governmental regulations, and
other potential impediments to growth.
The Company has limited operating history.
The Company is still in an early phase and is just beginning to
implement its business plan. There can be no
assurance that it will ever operate profitably. The likelihood of
its success should be considered in light of the
problems, expenses, difficulties, complications, and delays usually
encountered by companies in their early stages of
development, with low barriers to entry. The Company may not be
successful in attaining the objectives necessary
for it to overcome these risks and uncertainties.
We are 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 lacks sufficient working
capital to execute its business plan, making it
highly dependent on raising funds to grow and expand its operations.
The ability to move forward with the
Company's objectives, which include acquiring and managing mobile
Bitcoin mining facilities powered by stranded
natural gas wells, is contingent upon the success of this and other
capital offerings. These offerings are crucial for
funding the acquisition and deployment of these facilities, as well
as for covering operational expenses. Should we
fail to obtain sufficient working capital through this offering,
the Company may be forced to abandon or
significantly delay its business plan, including the deployment
of these energy-efficient mining facilities.
The Company may need additional capital, which may not be available.
Due to market conditions at the time the Company may need additional
funding, or due to its financial condition at
that time, it is possible that the Company will be unable to obtain
additional funding as and when it needs it. If the
Company is unable to obtain additional funding, it may not be able to
repay debts when they are due and payable. If
the Company is able to obtain capital, it may be on unfavorable terms
or terms which excessively dilute then-
existing equity holders. If the Company is unable to obtain additional
funding as and when needed, it could be
forced to delay its development, marketing, and expansion efforts and,
if it continues to experience losses,
potentially cease 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 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.
The Company?s management has broad discretion in how the Company
use the net proceeds of an offering.
The Company?s management will have considerable discretion over t
he use of proceeds from their offering. You
may not have the opportunity, as part of your investment decision,
to assess whether the proceeds are being used
appropriately.
The Company may not be able to manage its potential growth.
For the Company to succeed, it needs to experience significant expansion.
There can be no assurance that it will
achieve this expansion. This expansion, if accomplished, may place a
significant strain on the Company?s
management, operational and financial resources. To manage any material
growth, the Company will be required to
implement operational and financial systems, procedures and controls.
It will also be required to expand its finance,
administrative and operations staff. There can be no assurance that
the Company?s current and planned personnel,
systems, procedures and controls will be adequate to support its
future operations at any increased level. The
Company?s failure to manage growth effectively could have a material
adverse effect on its business, results of
operations and financial condition.
The Company faces significant competition in the Bitcoin mining industry.
We compete with other companies in the Bitcoin mining industry,
many of which have access to cheaper energy
sources or more advanced technology. If the market favors these
competitors, we may experience reduced
profitability, which could adversely affect our ability to continue
operations.
The Company relies on partners and related entities for the
acquisition and deployment of Bitcoin mining
facilities.
If our partners or related entities encounter significant challenges
or fail to fulfill their contractual obligations, our
operations could be severely impacted. We depend on these partners to
deliver fully operational mobile Bitcoin
mining facilities. If a partner fails to meet its commitments, we may
face delays, increased costs, or even the
inability to deploy our mining facilities as planned, which could harm
our business.
The Company relies on partners which may have conflicts of interest for
the buy-back of securities associated wit
this offering.
If our partners or related entities encounter significant challenges or
fail to fulfill their contractual obligations, our
operations could be severely impacted as could the buy-back of the
securities offering in this document.
The Company?s operations are subject to the risks inherent in the
establishment of a new business enterprise.
Our operations face typical startup risks, including the need to secure
sufficient capital, effectively implement our
business plan, and achieve revenue targets. The success of our Bitcoin
mining operations is contingent upon these
factors, and any setbacks could materially affect our ability to grow a
nd sustain our business.
The Company?s growth relies on market acceptance of its mobile Bitcoin
mining facilities.
While we believe there is significant demand for mobile Bitcoin mining
facilities powered by stranded natural gas,
there is no assurance of broad market acceptance. If the market does
not embrace our solutions, or if competitors
offer more attractive alternatives, our financial performance could
suffer, and we may not be able to achieve our
growth objectives.
Our business model is dependent on the profitability of our Bitcoin
mining operations.
If the Bitcoin mining facilities we acquire and/or deploy do not
generate the expected returns, our financial
performance could be negatively impacted. Additionally, if the price
of Bitcoin declines significantly, or if
operational costs increase, our profitability may suffer. We rely on
the successful operation and income generation
of these facilities, and any failure in these areas could affect our
ability to continue operations.
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. If we lost the services of
our key personnel, or if our executive officer or
employees joined a competitor or otherwise competed with us, our
business may be adversely affected. We cannot
assure that we will be able to retain or replace our key personnel.
Our officers and directors may have conflicts of interest.
Our ability to execute our business plan and terms of this offering
rely upon the continued service of our officers and
directors. Some of these Officers and Directors may have conflicts
of interest which may adversely affect our
business. We cannot assure that we will be able to monitor and align
interests of these parties which could
adversely affect our business and associated financial results and
obligations.
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 and future growth depend, to a significant degree, on the
continued contributions of the members of our
management team. Each member of our management team is an at-will
employee and may voluntarily terminate his
or her employment with us at any time with minimal notice. We also may
need to hire additional management team
members to adequately manage our growing business. We may not be able
to retain or identify and attract additional
qualified management team members. Qualified individuals are in high
demand, and we may incur significant costs
to attract and retain them. If we lose the services of any member of
our management team or if we are unable to
attract and retain additional qualified senior management teams, our
business and growth could suffer.
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 the authority to modify or waive certain of our
operating policies and strategies without prior
notice and without investor approval. 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.
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 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.
An unstable global economic, social and political environment may have
a negative impact on demand for our
services, our business and our operations, including the U.S. economic
environment. The regulatory environment is
subject to political conditions and potential change is uncertain.
The economic, social and political environment has
or may negatively impact, among other things:
?
current and future demand for our services;
?
price competition for our products and services.
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 statements. 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 f
orward-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 a
chievements. 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.
PLAN OF DISTRIBUTION
General
The Company is hereby offering for sale (the ?Offering?) shares of it
s 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 we will receive from this offering
will be approximately $19,999,999 (minus
expenses) if the entire offering is sold.
Offering proceeds shall be used to fund EPIC?s mining acquisition and projects.
EPIC?s Capital Requirements and Funding Structure
EPIC (Entrex Production and Installation Company) is focused on
acquiring fully assembled and operational Bitcoin
mining facilities from our development partners which are parked,
under five year agreements, at stranded gas wells
as a power source. To support these initiatives, EPIC has outlined a
structured capital requirement plan to ensure the
efficient deployment and scaling of its operations.
EPIC is seeking to raise funds directly through this offering once
qualified and separately with institutional investors
to support our development partners to and the deployment of mobile
Bitcoin mining facilities. These facilities will
be purchased based on their proven historical financial performance,
which has been contractually agreed upon with
three key development partners. As of 08-2024 three developers each
has a letter of intent to build and deliver 100
mobile Bitcoin mining facilities through 12/31/2025.
Each Developer has agreed to provide 100 units each. Each facility,
on average, is projected to produce:
Projected
300 Contracted Facility
Individual Facilities
Total Projected 2025 Acquisitions
Revenue: $1,600,000
$480,000,000
Net Income: $1,000,000
$300,000,000
Each Bitcoin mining facility is projected to generate approximately
$1 million in net income annually which is
expected to provide net income to the company immediately upon purchase.
Once the cash flows are proven, by
third party entities, EPIC plans to purchase these facilities at a 4x mu
ltiple of their annualized net income using the
capital from the institutional warehouse line and/or this offering.
Pursuant to the ?Use of Funds? the company has arranged the buy-back
of investor funds at an amount equal to two
times (2x) invested fund through year end 2025 by a public entity
(Entrex Carbon Market, Inc) through an executed
purchase/sale agreement.
The capital designated in this offering is anticipated to purchase
up to approximately $5,000,000 in net income from
mobile data mining facilities prior to the Buy-Back. The $5,000,000
in projected net income is expected to be
distributed across a series of mobile data mining facilities scheduled
for purchase in Q4 2024. The following
represent the first four facilities:
Facility 1: $105,000
Facility 2: $200,363
Facility 3: $449,000
Facility 4: $105,000
EPIC?s mission and vision, and executed mobile mining facility
purchases needs acquisition capital to purchase the
contracted facilities. Based on the contracted individual sites,
which are each projected to producing $1 million in
proven historical net income or proportionally thereof, a total
of $1.2 billion in total acquisition capital would be
required.
These 300 sites represent a portion of the 1000 stranded wells
the company has access. As the 300 wells start being
acquired the company anticipates offering additional capital as
needed for the remaining 700 available stranded gas
wells available as contracted.
In addition to the Bitcoin mining income the company has engaged
an ISO Auditor to audit each facility as it is
being developed to establish the carbon offsets created through the
utilization of the stranded gas wells. Each
facility is estimated to produce 2500 metric tonnes of carbon offsets
but requires an on-site audit to determine exact
carbon offset production. Any income from the monetization of these
facilities? carbon offsets shall become
additional revenue to the company.
TERMS OF THE OFFERING
Class ?A? Common
Stock
We are offering shares of Class ?A? 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 capital needs to acquire contracted mining
operations from Developers
and to support key EPIC 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
Contracted
Buy-Back:
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.
The company has arranged the buy-back of investor funds at an
amount equal to two times
(2x) invested fund through year end 2025 by a public entity
(Entrex Carbon Market, Inc)
through an executed purchase/sale agreement
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 Production
and Installation Company, Inc., 150 E Palmetto Park Road, Suite
800, Boca Raton, FL 33432, or sent via electronic
correspondence to SWatkins@entrexcarbonmarket.com. 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 Production and Installation Company?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. EPIC'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 Production and Installation Company, Inc.?s business
model is to capitalize on the convergence of
environmental sustainability and cryptocurrency mining.
EPIC?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 EPIC 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.
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 Production and Installation Company, 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 Production and Installation Company, 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.
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.
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.
The table below sets forth line items from the Company?s
unaudited Statements of Operations for 08-28-2024
Revenue:
Sales
$
-
Total revenue
-
Expenses:
General and administrative expense
0
)
Net income (loss) before income taxes
(0
)
Provision for income taxes
-
Net loss
$
(0
)
Net loss per common share - basic and diluted
$
(0.00
)
Weighted average shares outstanding - basic and diluted
(0.00
)
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
62
President/Secretary
Since Inception
Tom Harblin
57
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.
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
2023
0
0
0
0
0
0
0
Tom Harblin
2023
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.
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 Production and Installation Company, Inc.
Authorized and Issued Shares
Common Shares:
Thomas Harblin 49,000 Shares
Ubique Holdings, LP 51,000 Shares
Shares from this offering pending
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. T
here are no Preferred shareholders.
Common Class A stock consists of 1,000,000 shares of common stock, par
value $0. As of the date of this Offering
Circular, there are 100,000 shares of our common stock outstanding and
1,000,000 shares authorized. The Company
intends to file ongoing ?current information? as that term is defined
by the Securities Act.
A share purchase agreement exists with Entrex Carbon Market, Inc which
has the option to purchase the authorized
and outstanding common shares of the company for consideration equal to
11.6x annualized historical net income
prior to 12/31/2027 which can be extended by written agreement between
parties.
Listing and Transfer Agent
The Company is presented not listed on any market. The transfer agent
for our Shares is expected to be 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, as the
case may be. Our articles of incorporation and bylaws also provide
that we must indemnify and advance reasonable
expenses to our directors and officers to the fullest extent permitted
by Florida law. We are also expressly
authorized to carry directors? and 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 Production and Installation Company, Inc.
Balance Sheet
August 15,
2024
Assets
Current assets:
Line of Credit from Entrex Carbon Market, Inc
$
0
Prepaid services
0
Total assets
$
0
Liabilities and Shareholders? Deficit
Liabilities:
Note payable, related party
$
0
Total liabilities
0
Shareholders? deficit:
Common stock, no par value, 1,000,000 shares authorized, and
100,000 issued and outstanding at
Sept 15, 2024
-
Common stock to be issued
TBD
Deficit
0
Total shareholders? deficit
-
Total liabilities and shareholders? deficit
$
0
Entrex Production and Installation Company, Inc.
Statement of Operations
For the
period
from
Inception
through
August 15,
2024
Revenue:
Sales
$
-
Total revenue
-
Expenses:
General and administrative expense
0
Net income (loss) before income taxes
0
Provision for income taxes
-
Net loss
$
0
Net loss per common share - basic and diluted
$
0
Weighted average shares outstanding - basic and diluted
0
?
NOTE 1: BUSINESS
The Entrex Production and Installation Company?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. EPIC'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 accompanying financial statements of Entrex Production and
Installation Company, 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.
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 August 28, 2024.
Entrex Production and Installation
Company, Inc.
By:
/s/ SWatkins/CEO