UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER 0-2000
FORM 12b-25
CUSIP NUMBER 591142194
NOTIFICATION OF LATE FILING
 
(Check one): o Form 10-K o Form 20-F o Form 11-K
x Form 10-Q
 o Form 10-D o Form N-SAR
  Form N-CSR o          
 
For Period Ended: March 31, 2006
 
o Transition Report on Form 10-K
 
o Transition Report on Form 20-F
 
o Transition Report on Form 11-K
 
o Transition Report on Form 10-Q
 
o Transition Report on Form N-SAR
 
For the Transition Period Ended: _________________________________________________________
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
PART I — REGISTRANT INFORMATION
 
Entrx Corporation
Full Name of Registrant
 
Not Applicable
Former Name if Applicable
 
800 Nicollet Mall, Suite 2690
Address of Principal Executive Office (Street and Number)
 
Minneapolis, Minnesota 55402
City, State and Zip Code
 
 
PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
       
x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
       
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Not applicable.
 
PART III — NARRATIVE

State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
 

(Attach extra Sheets if Needed)
SEC 1344 (03-05)
 

PART IV — OTHER INFORMATION
 
The registrant is unable to file its Form 10-QSB for the quarter ended March 31, 2006, without unreasonable effort or expense due to the need to incorporate a recently completed analysis of the treatment of certain material assets and liabilities which will likely require a narrative discussion in the Form 10-QSB and a change to the registrant’s financial statements for the quarter ended March 31, 2006, as compared with March 31, 2005. The registrant undertakes to file its Form 10-QSB on or before May 22, 2006.
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
Roger H. Frommelt, Esq.
  
(612)
  
373-8541
(Name)
  
(Area Code)
  
(Telephone Number)
 
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes o No x
The registrant did not file a Form 8K with respect to the issuance of 300,000 shares of its common stock (the “Shares”) as required under Item 3.02 - “Unregistered Sales of Equity Securities,” of Form 8K. The Shares were exchanged for outstanding warrant to purchase the registrant’s common stock and other non-cash consideration pursuant to an agreement dated November 23, 2005, which is proposed to be described under Part II, Item 8B -“Other Information,” of the Form 10-KSB to be filed for the year ended December 31, 2005.
 
The registrant did not file a form 10-KSB for the year ended December 31, 2005, when due on March 31, 2006, or before April 17, 2006, as the due date was extended by the filing of its Form 12b-25 made on March 31, 2006.
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
Yes o No x
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made:
 
Entrx Corporation
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
     
   
 
 		  
 		  
 
Date: May 15, 2006 By:   /s/ Brian Niebur
 
Brian Niebur
  Treasurer and Chief Financial Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
GENERAL INSTRUCTIONS
 
1.  
This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
 
2.  
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
 
3.  
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
 
4.  
Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
 
5.  
Electronic Files: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
 
 
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