Infrax Systems Inc (IFXY)

[Iron Maiden]

Hey Sam...remember this..? (Nov 4, 2013)

Dear Fellow Shareholders,

This year I would like to approach the shareholder update differently and provide the opportunity for our active shareholders to ask questions to establish an ongoing platform for an active dialogue. I have attempted to form this shareholder update as answers to our shareholder's questions, covering both their concerns and the Company's future. We are also working to create a solid Investor Relations platform which will evolve and surpass our current platform as a vehicle to inform our shareholders, weekly or monthly, through our Facebook account; https://www.facebook.com/infraxsystems. We recommend all our shareholders to "like" our Facebook page to receive the most current information on the Company.

I have selected six questions that I see as having the most relevance with the Company, our shareholders and our future. The questions will be answered in two parts, in two letters. The following is Part I of the Q&A;

Q1- When will we see a significant improvement in revenues?

I chose this question because it encapsulates several of the other important inquiries made by our shareholders. As you may know, products are causative not revenue; at least not initially. To cause revenue to increase or improve we had to work on our understanding of the market hence building products fitting the market needs. Today, the utilities around the globe are looking to build an end-to-end digital grid system that lays the ground work for energy evolution where information and automation intersects creating energy efficiencies and customer satisfaction.

To that mark, we have spent four years and millions of dollars in R&D investment to come up with a technology platform called the "SNIC", which we believe, will complement the ongoing evolution in what is called "Smart Grid II" (when billions of devices connected together providing essential information on their environment). Regarding the increase in revenue, we only have two more milestones to achieve; Certification and Production. The certification process usually takes between 4 to 12 weeks. Production level will depend on demand.

While in the certification process, we have been narrowing a list of potential customers for Pilot projects and have been making inroads in the United States, as well as countries such as China and India (2.5B people & 1B meters) where the largest implementation of the smart metering will ensue in the next 10 years. As the evolution of our competitors has shown, growing from "near zero" in revenue to "hundreds of millions of dollars" in only a short few years may not be out of reach. Hence, in 2014, we will rev things up from near zero point to what our hard work and funding would allow. With close to $3 trillion at stake in the next 20 years, we are standing at the right junction in the history of our company and our industry. I will discuss our revenue path in more detail in the second part of the Open Letter.

Q2- What is the status on the Lockwood dividend and the lawsuit?

As you may recall, we had announced the spin off our 70% of interest in Lockwood Technology New Hampshire (LTCNH) to our shareholders in 2012. However, since NH corporate law does not allow re-domiciliation of its corporate entities, we were forced to incorporate another company in Nevada called Lockwood Technology Nevada (LTCNV) for the purpose of re-domiciliation of LTCNH in the State of Nevada through a merger.

Also the spin off consideration did not foresee the imminent lawsuit against the previous owners of Lockwood few months later. Hence due to the legal concerns, we elected to delay the re-domiciliation and the spin off until such time the lawsuit was concluded. Due to several recent developments, we have decided to accelerate the pace again and bypass the re-domiciliation and the merger with LTCNV, at least for now. The dividend rate and all previous information relayed to the spin off still stands. We are in the process of informing FINRA of the spin off and we will inform you when approved.

On the lawsuit front, due to the recent events and court hearings, we are more ever so confident that we will succeed and collect the requested judgment for damages caused by the defendants. We are set for a jury trial in mid-2014. We will inform our shareholders on any other major developments through our Facebook page as soon as we have it.

Q3- What is the status of the preferred shares dividend?

As it was announced on our Facebook (infraxsystems), and on our previous PR, we've contemplated ways to reward our shareholders for their patience and trust, especially those that have supported us for several years. We have also come to a conclusion that we need to up-list to a different exchange in order to attract the proper level of investment for our growth and liquidity for our shareholders. It has become apparent that the preferred dividend and the up-list are related to each other in many ways. We shall address the connection and next steps in a subsequent letter.

The preferred dividend was approved after lengthy discussion but the timing has always been an issue considering the Lockwood dividend. So we have decided to deal with the Lockwood dividend first. The Preferred dividend is meant to solidify the Company's relationship with its shareholders through a direct ownership and interest in the Company. Currently we are discussing the process of the preferred dividend and we will inform our shareholders when we have enough clarity.

Thank you

Sam Talari
Acting CEO of Infrax Systems