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Marxbys Member Level  Thursday, 03/08/18 05:55:50 PM
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The RMRK acquisition by The CryptoCompany as listed in CRCW's filings is getting closer.
Below are excerpts from The Crypto Company's (CRCW) latest 8K released 02/28/18.
First things first in the world of public disclosure:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Section 1.01 Offices. The address of the registered office of The Crypto Company (hereinafter called the “Corporation ”) in the State of Nevada shall be at 318 N. Carson Street, Suite 208, Carson City, Nevada 89701. The name of its registered agent at such address is Paracorp Incorporated. The Corporation may have other offices, both within and without the State of Nevada, as the board of directors of the Corporation (the “ Board of Directors ”) from time to time shall determine or the business of the Corporation may require.
Section 2.03 Special Meetings.
Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors or by any two directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.
Section 2.12 Fixing the Record Date.
(c) In order that the Corporation may DETERMINE THE STOCKHOLDERS ENTITLED TO RECEIVE PAYMENT OF ANY DIVIDEND OR OTHER DISTRIBUTION or allotment of any rights or the stockholders entitled to exercise any rights IN RESPECT OF ANY CHANGE, CONVERSION OR EXCHANGE OF STOCK, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 ARTICLE V ?Stock Certificates and Their Transfer
Section 5.01 Certificates Representing Shares.
The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman, any vice chairman, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.
Section 5.02 Transfers of Stock.
Stock of the Corporation shall be transferable in the manner prescribed by law and in these by-laws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.
Section 5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
Section 6.02 Fiscal Year.
The fiscal year of the Corporation shall be determined by the Board of Directors.

So, there you have it. The latest CRCW 8K lists amendments to their bylaws and mentions their official address as their transfer agents office, special meetings, exchange of stock, transfers of stock certificates, and changing the fiscal year. Why a change in the fiscal year? RMRK & CRCW currently have different fiscal year periods.

CRCW 02/28/18 8K



The latest news and speculation in the CRCW/RMRK acquisition is the connection between TCC (The Crypto Company), Pantera Capital, and Circle Financial with Circle's announcement to purchase the Poloniex Crypto Currency Exchange. Other than The Crypto Company's connection to the Economic Space Agency
and employing Rafe Furst as their CFO,
the Circle connection could explain why CRCW has maintained an average market cap in the $1Billion+ range post SEC temporary suspension and trading in the gray market.
The connection to Circle financial can be found in The CryptoFundlist open to CRCW's accredited investors with Dan Morehead of Pantera Capital in the following links: ~ ~
The link to the article interviewing Dan Morehead about Circle Financial purchasing Poloniex can be found here:
For those who are not yet aware, RMRK Rimrock Gold Corp's shell is being taken over by The Crypto Company (CRCW) through a reverse triangular merger between The Crypto Company, Croe Inc, and Rimrock Gold (RMRK). To summarize, The Crypto Company purchased the Restricted Un-Registered shares of Croe in order to raise capital through private placement without an initial public offering and were successful in selling the shares to accredited investors. During the same time period TCC agreed to acquire RMRK with a 1.9 billion OS of Registered shares. Below is DD of the RMRK acquisition listed in The Crypto Company's audited financial statement at inception and the past 2 CRCW Quarterly filings. Page numbers are listed along with the links to the filings. It doesn't get much more clear than this. In many speculative opinions, it's not a matter of IF this will happen, but rather WHEN.
Link below to TCC's original audited financial statement just prior to purchasing Croe (CRCW). You can see on page 5 the initial cash payment of
-$107,000.00 under cash flows, then on page 2 the +$107,000.00 under assets. Then the notes on page 11 as:

"As of March 27, 2017, the Company agreed to fund up to $300,000 to settle outstanding convertible debt of and accounts payable by and on behalf of Rimrock Gold Corp. (“Rimrock”), for the ultimate acquisition of Rimrock, a currently inactive public company located in Las Vegas, Nevada. The Company expects to consummate the acquisition in the fourth quarter of 2017. For the period from inception to June 7, 2017, the Company advanced $107,000 on behalf of Rimrock to settle the aforementioned liabilities. The advances are included in other assets in the accompanying balance sheet as of June 7, 2017."

(*The above is Audited with the notes being an integral part of the report. The consummation of Rimrock has since been moved to 2018 as noted in current CRCW filings.)
The timeline is interesting on TCC's new website in that we can see they formed the company and agreed to acquire RMRK both in the same month of March 2017. The attached audited Crypto Company financial statement gives the date of inception as March 9th and the initial RMRK agreement as March 27th. We can also see in this filing that The CryptoCompany came through towards settling their RMRK agreement with a $107,000 cash payment. The date of the payment would have been between March 27th and June 6th, 2017.

Link to original Audited Financial Statement of The Crypto Company (prior to becoming CRCW):

2. CRCW 10Q for period ending 06/30/17:

> See page 2 under other assets +$107,000.
> See page 4 under cash flows from investments -$107,000 cash payment.
> See page 9 under notes- other assets for Rimrock (RMRK) acquisition agreement.
> See page 15 under Investing Activities listing $107,000 payment for a potential business combination.

CRCW 10Q for Q ending 06/30/17:

3. The CryptoCompany (CRCW) 10Q for period ending 09/30/17:
>See page 4 under assets for the amount of $109,750. This amount breaks down as follows: $107,000 initial payment for RMRK + $1250 continued payment for RMRK + $1500 trademark fee = $109,750.
> See page 6 for-$109,750 in payments under purchases of other assets.
> See page 12 Notes under other assets where it lists the RMRK acquisition and payments of $108,250 ($107,000 + an additional $1250 paid keeping the RMRK acquisition active)
> See page 20 under Investing Activities $108,250 paid in connection with a potential business combination. ($RMRK)

CRCW 10Q for period ending 09/30/17:
TCC The Crypto Company CRCW Website: (LOOK CLOSELY)
Pantera Capital Website:
As the financial landscape begins to change before our very eyes and we see currency 'evolve from cloth to code', may we never forget the one thing that makes our nation the greatest in the world, and in this earth age... "In God We Trust".
Excellent post Marxbys!
  Lynnard on 2/28/2018 3:57:29 PM
GREAT Due Diligence @Marxbys... Once again this is great
  ComstockRoyalty on 3/1/2018 7:15:49 AM
Two Thumbs Up Marxbys...Fabulous DD..!!
  2hars on 3/2/2018 5:11:22 AM

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