UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
Amendment
No. 1
(Mark
One)
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the
quarterly period ended March
31, 2005
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
transition period from __________ to __________
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
Identification
No.)
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800
Nicollet Mall, Suite 2690, Minneapolis, MN
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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
Check
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 x
No
o
As
of May
5, 2005, the registrant had 7,651,147 shares outstanding of its Common Stock,
$.10 par value.
Traditional
Small Business Disclosure Format (check one): Yes o No x
EXPLANATORY
NOTE
The
amendment is being filed solely to revise the disclosure continued in Item
3 of
Form 10-QSB for the quarter ended March 31, 2005 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 quarter.
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-QSB. This Form 10-QSB generally does not reflect
events occurring after the filing of the Form 10-QSB 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-QSB on May 12, 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-QSB should be read in conjunction with
our
filings made subsequent to the filing of the original Form 10-QSB. 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
3.
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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 March 31, 2005, 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 March 31, 2005, 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 similar functions has
determined that no change in our internal control over financial reporting
occurred during the quarter ended March 31, 2005 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 control
over financial reporting.
PART
IV
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ITEM 6.
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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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