Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Infrax Systems Inc. | |
2245 Texas Drive, Suite 300 | |
Sugar Land, TX 77479 | |
_______________________________ | |
281-566-2500 | |
https://infraxinc.com/ | |
ir@infraxinc.com | |
SIC: 5960 | |
QuarterlyReport | |
For the Period Ending: 12/31/2021 | |
(the "Reporting Period") | |
As of 12/31/2021, the number of shares outstanding of our Common Stock was: | 5,530,894,237 |
As of 09/30/2021, the number of shares outstanding of our Common Stock was: | 5,530,894,237 |
As of 06/30/2021, the number of shares outstanding of our Common Stock was: | 5,530,894,237 |
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ No: ☐
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 1 of 9 |
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Infrax Systems, Inc. (formerly OptiCon Systems, Inc.) ("the Company " , "Infrax" ) was formed as a Nevada corporation on October 22, 2004. On July 29, 2005, the stockholders of the Company entered into an agreement to exchange 100% of the outstanding common stock of the Company, for common and preferred stock of FutureWorld Energy, Inc. (formerly Isys Medical, Inc.), a publicly traded company, at which time, the Company became a wholly owned subsidiary of FutureWorld Energy, Inc.
FutureWorld Energy, Inc. ( "FutureWorld" ), Infrax's parent company, announced its intention to spin off Infrax (formerly OptiCon Systems, Inc.) by the payment of a stock dividend. In connection with the proposed spinoff, Infrax's board of directors approved a stock dividend of 99,118 shares to FutureWorld, its sole shareholder. On August 31, 2007, FutureWorld paid a stock dividend to its stockholders, consisting of 100% of the outstanding common stock of the Company, at the rate of one share of Infrax's stock for every two shares they own of FutureWorld. As of August 31, 2007, Infrax ceased being a subsidiary of FutureWorld.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
The issuer is incorporated in the State of Nevada in good standing and "Active".
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
N/A
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
The company plans to acquire an operating company in the first half of 2022.
The address(es) of the issuer's principal executive office:
c/o Krisa Management 2245 Texas Drive, Ste 300 Sugar Land, Texas 77479
The address(es) of the issuer's principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
c/o Krisa Management 2245 Texas Drive, Ste 300 Sugar Land, Texas 77479
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ | No: ☒ |
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 9 |
- Security Information
Trading symbol: | IFXY | ||
Exact title and class of securities outstanding: | Common | ||
CUSIP: | 45685T202 | ||
Par or stated value: | 0.001 | ||
Total shares authorized: | 6,990,000,000 | as of date: 12/31/2021 | |
Total shares outstanding: | 5,530,894,237 | as of date: 12/31/2021 | |
Number of shares in the Public Float2: | 2,063,229,521 | as of date: 12/31/2021 | |
Total number of shareholders of record: | 74 | as of date: 12/31/2021 | |
Trading symbol: | N/A | ||
Exact title and class of securities outstanding: | Preferred | ||
CUSIP: | N/A | ||
Par or stated value: | 0.001 | ||
Total shares authorized: | 10,000,000 | as of date: 12/31/2021 | |
Total shares outstanding: | 2,490,099 | as of date: 12/31/2021 | |
Transfer Agent | |||
Name: | Clear Trust, LLC | ||
Phone: | 813.235.4490 | ||
Email: | inbox@cleartrust.com | ||
Address: | 16540 Pointe Village Dr., Ste 206, Lutz, FL 33558 | ||
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 3 of 9 |
Shares Outstanding as of Second Most Recent | ||||||||||
Fiscal Year End: | Opening Balance | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date 06/30/2019 | Common: | 5,530,894,237 | ||||||||
Preferred: | 2,490,099 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | |||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||
shares | share) at | to market | have individual | -OR- | ||||||
returned to | Issuance | price at | with voting / | Nature of | ||||||
treasury) | the time | investment | Services | |||||||
of | control | Provided | ||||||||
issuance? | disclosed). | |||||||||
(Yes/No) | ||||||||||
Shares Outstanding on Date of This Report: | ||||||||||
Ending Balance | ||||||||||
Date 12/31/2021 | Common: | 5,530,894,237 | ||||||||
Preferred: | 2,490,099 | |||||||||
*Note: On June 14, 2021, in a private transaction, the custodian entered into a Securities Purchase Agreement with Krisa Management LLC, a Texas limited liability company controlled by Carey Cooley, to sell the Special 2021 Series A Preferred Stock for $20,000 to be paid in cash or any marketable security held by the borrower.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒
Date of | Outstanding | Principal | Interest | Maturity | Conversion Terms (e.g. | Name of Noteholder | Reason for |
Note | Balance ($) | Amount | Accrued | Date | pricing mechanism for | (entities must have | Issuance (e.g. |
Issuance | at | ($) | determining conversion of | individual with voting | Loan, Services, | ||
Issuance | instrument to shares) | / investment control | etc.) | ||||
($) | disclosed). | ||||||
Use the space below to provide any additional details, including footnotes to the table above:
N/A
- Financial Statements
A. The following financial statements were prepared in accordance with:
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 9 |
☒ U.S. GAAP ☐ IFRS
- The financial statements for this reporting period were prepared by (name of individual)4:
Name: | Carey W. Cooley |
Title: | President, CEO |
Relationship to Issuer: | Sole Officer, Director |
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
- Balance sheet;
- Statement of income;
- Statement of cash flows;
- Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
- Financial notes; and
- Audit letter, if audited
You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").
If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.
Documents C-G are incorporated herein.
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
- Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
-
Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")
No operations. - Please list any subsidiaries, parents, or affiliated companies. No operations.
- Describe the issuers' principal products or services.
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 9 |
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Infrax Systems Inc. published this content on 14 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2022 14:42:01 UTC.