Infrax Systems Inc (IFXY)

[janice shell]

There seem to be a number of questions that aren't being addressed.

The problem is that Talari did a very poor job with that press release. It describes a standard reverse triangular merger. The idea is that three Nevada companies will merge: Infrax Systems Inc. (the public shell), Cryptocurrency Corp, and Crypto SUB Inc. As Talari explains it, when the merger is complete, the surviving entity will be "Cryptocurrency Corp", Infrax will be a subsidiary of Cryptocurrency Corp, and the sub will disappear.

http://www.nasdaq.com/press-release/infrax-systems-ifxy-merges-with-cryptocurrency-corp--cryptocurrency-corp-to-invest-in-crypto-asset-20171120-00569

Crypto Sub, Inc is indeed registered in Nevada. It was formed on 9 March, 2017. Generally speaking, merger subs are created shortly before a merger transaction takes place, but there can be delays, and that's not an absolute. Among the officers of Crypto Sub are Michael Poutre, Ronald Levy, and James Gilbert. They are also officers of CRCW.

http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=DV%252bOaW0Xypuy4N%252b4Yv5ZAg%253d%253d&nt7=0

https://www.otcmarkets.com/stock/CRCW/profile

However, Talari describes his own merger sub as "Crypto SUB Inc". With no comma and a capitalized "SUB". No such entity exists in Nevada. That may in part just be a typo--perhaps he accidentally left out the comma in the PR--but exact names do matter, as anyone who's followed the ORRV/MHHC story knows by now.

That's not the only problem. In the press release, Talari fails to describe what's intended as the surviving entity adequately. He calls it only "Cryptocurrency Corp". Once again, no such entity exists in Nevada. And the name of CRCW is "The Crypto Company".

http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=4DFBY5iaIx0woVHzyzVJlQ%253d%253d&nt7=0

And if you look at the amendments for The Crypto Company and Crypto Sub, Inc, you'll see that they both filed amendments in Nevada on 3 October 2017:

http://nvsos.gov/SOSEntitySearch/corpActions.aspx?lx8nvq=4DFBY5iaIx0woVHzyzVJlQ%253d%253d&CorpName=THE+CRYPTO+COMPANY

http://nvsos.gov/SOSEntitySearch/corpActions.aspx?lx8nvq=DV%252bOaW0Xypuy4N%252b4Yv5ZAg%253d%253d&CorpName=CRYPTO+SUB%2c+INC.

Around the same time, the public shell did a name change from Croe Inc to The Crypto Company. The ticker, CRCW, remained the same:



It also changed its domicile from Utah to Nevada, which apparently is why Crypto Sub, Inc. was formed.

But in his press release, Talara reports a "holding company reorganization", not a really a merger with a company he doesn't control. He says it took place on 7 November, pursuant to an Agreement and Plan of Merger signed on 1 November. Needless to say, he still hadn't produced any documentation for either action when he issued the press release on 20 November.

What's most striking about the press release is that he doesn't actually name the company intended to become the surviving entity; the entity that will be the "new" public company. In the title, he calls it "Cryptocurrency Corp"; throughout the text, he refers to it as "Crypto".

As noted above, there is no Nevada company called "Cryptocurrency Corp". But there may be one soon. On 31 August, Talari reserved a name in Nevada. Rather sloppily, the name is just "Cryptocurrency":

http://nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=gZuSazBERLGis3q3aBoV%252bA%253d%253d&nt7=0

http://nvsos.gov/SOSEntitySearch/corpActions.aspx?lx8nvq=gZuSazBERLGis3q3aBoV%252bA%253d%253d&CorpName=CRYPTOCURRENCY

It seems highly likely he reserved that name because he's been considering this "merger" since at least August. If I'm right about that, soon he'll use the "Cryptocurrency" reserved name to form "Cryptocurrency Corp". Then he'll form his own "Crypto SUB" and complete the reverse triangular merger. So far he hasn't done so.

None of that has anything to do with CRCW, the $28 stock. Here's the proof:

Upon consummation of the Crypto Merger, each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock that was converted.

Obviously, IFXY shareholders have no expectation of waking up one day to find their stock is worth $28 a share. Another obvious question: why would CRCW, which is already a public company AND an SEC registrant current with its filings, want to merge with IFXY? There is absolutely NO reason.

So that's my take on the situation, based on what we know at this time.