UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
year ended December 31, 2004
Commission
File Number 0-2000
Entrx
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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95-2368719
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer ID No.)
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800
Nicollet Mall, Suite 2690
Minneapolis,
Minnesota
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55402
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(Address
of Principal Executive Office)
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(Zip
Code)
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Registrant's
telephone number, including area code (612) 333-0614
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange
on
which registered
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None
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None
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock -- $.10 Par Value
(Title
of Class)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
o
No
x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. o
Indicate
by check mark whether the registrant is an accelerated filer (as defined by
rule
12b-2 of the Act). Yes o No
x
The
aggregate market value of the Common Stock held by non-affiliates of the
registrant on March 9, 2005 was approximately $911,547, based upon the closing
price of the Common Stock, as reported in the pink sheets.
The
number of shares of the Common Stock of the registrant outstanding as of March
9, 2005 was 7,651,147.
EXPLANATORY
NOTE
The
amendment is being filed solely to revise the disclosure continued in Item
9A of
Form 10-K for the year ended December 31, 2004 to include an explicit statement
in the disclosure that it is management’s conclusion that our disclosure
controls and procedures were effective as of the end of the fiscal year.
We
have
not reevaluated our disclosure controls and procedures as of the date of this
Amendment No. 1 or modified or updated other disclosures presented in the
original report on Form 10-K. This Form 10-K/A generally does not reflect events
occurring after the filing of the Form 10-K or modify or update those
disclosures affected by subsequent events. Consequently, all other information
is unchanged and reflects the disclosures made at the time of the original
filing of the Form 10-K on March 31, 2005. You should not deem the filing of
this Amendment to be an admission that our Original Filing, when made, included
any known, untrue statement of material fact or knowingly omitted to state
a
material fact necessary to make a statement in the Original Filing not
misleading. Accordingly, this Form 10-K/A should be read in conjunction with
our
filings made subsequent to the filing of the original Form 10-K. With this
Amendment No. 1 our Chief Executive Officer and Chief Financial Officer have
also issued their certifications required by Rule 13a-14 of the Securities
Exchange Act of 1934.
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ITEM
9A.
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CONTROLS
AND PROCEDURES
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We
carried out an evaluation, with the participation of our chief executive and
chief financial officers, of the effectiveness, as of December 31, 2004, of
our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934). Based upon that evaluation, made at
the
end of the period, our chief executive officer and chief financial officer
concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms,
and
such information is accumulated and communicated to management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure
and that
there has been no significant change in such internal control during our last
fiscal quarter ended December 31, 2004, or other factors which could
significantly affect such controls including any corrective actions with regard
to significant deficiencies or material weaknesses, since our
evaluation.
The
Company has a limited number of employees and is not able to have proper
segregation of duties based on the cost benefit of hiring additional employees
solely to address the segregation of duties issue. We determined the risks
associated with the lack of segregation of duties are insignificant based on
the
close involvement of management in day-to-day operations (i.e. tone at the
top,
corporate governance, officer oversight and involvement with daily activities,
and other company level controls). The Company has limited resources available
and the limited amount of transactions and activities allow for compensating
controls.
In
addition, our management with the participation of our principal executive
officer and principal financial officer or persons performing similar functions
has determined that no change in our internal control over financial reporting
occurred during the fourth quarter of our fiscal year ended December 31, 2004
that has materially affected, or is (as that term is defined in Rules
13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably
likely to materially affect, our internal control over financial
reporting.
PART
IV
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ITEM 15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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(a)(3)
Exhibits
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Exhibits
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Title
of Document
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31.1
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Chief
Executive Officer’s Certification Under Rule 13a-14 of the Securities
Exchange Act of 1934 (filed herewith).
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31.2
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Chief
Financial Officer’s Certification Under Rule 13a-14 of the Securities
Exchange Act of 1934 (filed
herewith).
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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ENTRX
CORPORATION |
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| Date:
May 19, 2006 |
By: |
/s/ Peter
L.
Hauser |
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Peter
L. Hauser |
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Chief
Executive Officer |
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| Date:
May 19, 2006 |
By: |
/s/ Brian
D.
Niebur |
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Brian
D. Niebur |
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Chief
Financial Officer
(Principal
Accounting Officer)
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