Infrax Systems Inc (IFXY)

[bboy521]

Before I get to Itron, another with Sam. I hope I didn't sound to pushy :( Again, ya gotta read from the bottom.

Re: Same concerned shareholder

Sent By: [e-mail] On: Jun 06/10/11 5:35 PM

To: "Sam Talari" <[e-mail]>
Thank You for the response,

I know you are very busy, but could you please comment on my question in the last two paragraphs of my previous E-mail regarding the RS?

Again, thank you very much for your time.

----- Original Message -----
From: "Sam Talari" <[e-mail]>
To: [e-mail]
Sent: Friday, June 10, 2011 4:50:18 PM
Subject: RE: Same concerned shareholder

Mr. XXXXXXX,

Infrax entered into a TIL with Itron as reported and Itron has provided us with all of the necessary technical information and meter components to ensure that our products meet their specifications. The testing and certification process is multi-step and requires certain engineering lab certifications and approvals be obtained prior to testing by Itron. As you would imagine, we are dealing with significant voltage and the components need to be certified by third party agencies for safety and regulatory compliance. This process is on-going.

Regarding legal matters, we cannot comment on on-going litigation. The inclusion of the information in our filing is indicative of our commitment to transparency for our shareholders.

Infrax

From: [e-mail] [mailto:[e-mail]]
Sent: Thursday, June 09, 2011 5:16 PM
To: investors
Subject: Same concerned shareholder

To Investor Relations,

Before I begin, thank you (Mr. Talari) for your prompt response to my last E-mail. However, since I can never speak with anyone directly because I'm directed to an answering machine ( annoying ) I'll just write another E-mail. My questions are concerning your PR through Marketwire dated 11-23-10 regarding your dealings with Itron. I've posted a link for your convienience and I've also qouted the lines within for accuracy.

http://www.marketwire.com/press-release/infrax-systems-executes-technical-development-agreement-with-smart-meter-manufacturer-1358126.htm

............"has entered into a Technical Information License Agreement with Itron, Inc".........

1. Does Infrax have, never had or not have now, a liscence agreement with Itron? (a direct question)

"At the conclusion of the qualification testing process"......

2. Is the qualification testing process completed, partially completed, or was it ever started?

....."Infrax will have the ability to license the communications module to Itron, as well as sell the product as Itron compliant.

3. I guess depending on the answer to #2, has Infrax liscenced the communication module to Itron or has Infrax sold any products as Itron compliant.

......," said Paul J. Aiello, CEO of Infrax. "Upon successful completion of our integration testing with Itron"......

4. Again depending on the answer to #2, is the integration testing complete or not and if so, was it successful or not.....or is it still ongoing?

Considerable time has passed (over 6 months) since that PR and I, along with many friends (and fellow shareholders) feel that Infrax should be transparent about this information that I am respectfully asking for. Afterall, the Itron information was released and made public by Infrax through Marketwire and was not made by a paid promotional company. Another point I feel is very important and relevant to my questions is the fact that Trimax, along with one of their (former) employees, are in legal disputes with Infrax (according to your own quarterly report filed and made public). This same company (and former employee) is what gave Infrax (Opticon) some sort of revenue.......and the intelectual property (the supposedly only true secure smart grid technology). I know "management and counsel for the Company believe that they have sufficient evidence to win on such a suit", but legal matters have been known to drag on forever (and how much will it end up costing?). It appears to me the main focus of the past years PR's, videos, new website etc.... are/were focused on the secure smart grid technology (and hopefully serious revenues along with that), so the answers to my questions go a long way in restoring shareholder confidence. Also with regard to the legal matters, it appears to me that these two paragraphs below (underlined parts) are conflicting. Again, how does "management and counsel for the Company believe that they have sufficient evidence to win on such a suit"? Isn't "180 days from the date hereof ("Maturity Date") (December 29, 2010) around June 29,2011?. Am I missing something? Could you please explain?

On June 29, 2010 the Company entered into an agreement with the shareholders of Trimax Wireless, Inc. (“Trimax”) for the purchase of their business assets and technology for preferred shares of the Company, the assumption of liabilities and a note payable, in the amount of $712,500. The note is interest bearing at 6% per annum until fully paid with a start period of 90 (September 29, 2010) days for the first payment. The Company shall make interest-only payments on the first day of each month from the date of this Note until the earlier of (a) receipt of Investment Funding as defined; or (b) 180 days from the date hereof ("Maturity Date") (December 29, 2010). Principal plus all accrued and unpaid interest on such principal shall be due and payable on the Maturity Date. As of the balance sheet date the Company is currently in default, as no payments have been made on this loan and is currently in negotiations to extend terms. See note 14, legal matters.
·
Subsequent to the end of the March 31, 2011 quarter, Trimax Wireless filed a complaint relating to the unpaid balance of the Promissory Note executed with the acquisition of Trimax Wireless. The Company has filed a motion to dismiss such action which is set for hearing. The Company believes that it has sufficient affirmative defenses and counter-claims against Trimax and related parties that the Company’s counsel and management does not believe that such suit will have a material effect on the Company. As a result of such counter claims, if necessary, the Company will be seeking enforcement and court injunctions to freeze all shares issued to recipients of the Trimax agreement and rescind all such shares. The Company and legal counsel believe there is a probability that all shares of the Trimax would be cancelled in the matter, and other remedies will be available to Infrax.

PS: I never did get an answer to my last question from my last e-mail. Is the company considering a reverse split now or in the short to long term? A lot has happened and the SP has gone down considerably since the last time the company (I believe it was a correspondence with Mr. Aiello posted on one of the Blog sites) stated they would have to be closing the doors before they would even consider a reverse split.

I think alot of the drop in share price has to do with investor confidence due to the fact that there has been no updates regarding a lot of the past PR's such as the projects in Bermuda or Nigeria. Couple that with the most recent events regarding Trimax and the last 10-Q reporting more losses and it's no wonder Infrax trades for tenths of pennies. Maybe a quarterly open letter to shareholders would help? Anyway, thank you in advance to answers to my questions and concerns.

Barry XXXXXXX