UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August19, 2011

COMMISSION FILE NUMBER:  000-52488

INFRAX SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

NEVADA
20-2583185
(State or Other Jurisdiction of
 (I.R.S. Employer
Incorporation or Organization)
 Identification Number)

6365 53rd Street North, Pinellas Park, FL 33781
(Address of Principal Executive Offices)

(727) 498-8514
(Registrant's Telephone Number, Including Area Code)

Not Applicable
 (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 
 
 
FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Corporate action
 
This Notice are being furnished by the Board of Directors (the “Board”) of Infrax Systems, a Nevada corporation (the “Company”), to the holders of record of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”).
 
This is to inform holders of record of Common Stock of action taken by NeuWorld Communications (the “Majority Stockholder”), the holder of approximately 53% of the outstanding Common Stock, par value $.001 per share (the “Common Stock”), of the Company, approving, by written consent dated July 14, 2011, to implement a reverse stock split of the outstanding shares of Common Stock at whole number ratio of 1 for 500 (the “Reverse Stock Split”,). As well, the Board of Directors approved such reverse stock split on July 14, 2011. In connection with the Reverse Split, on August 12, 2011, we filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority ("FINRA"). The Reverse Split is scheduled to take effect on or about September 09, 2011 with the “Record Date” of August 26th, 2011. Upon approval of the Reverse Split, FINRA will change our trading symbol from IFXY to IFXYD temporary for trading purposes. The Certificate of Change was approved and adopted by the Board of Directors in accordance with the applicable provisions of the Nevada Revised Statutes.  After the effectiveness of the Reverse Stock Split, the Board intends to file with the State of Nevada to decrease the number of authorized shares of the Company’s Common Stock from 5,000,000,000 to 200,000,000 shares.
 
 
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THE ACTION BY WRITTEN CONSENT
 
On July 14, 2011, we received the written consent in lieu of a meeting of stockholders from the Majority Stockholder, which holds approximately 53% of the Common Stock, of the Company, approving the Reverse Split/Share Reduction Amendment (the “Written Consent”). No payment was made to any person or entity in consideration of their executing the Written Consent.
 
VOTING AND VOTE REQUIREMENT
 
We are not seeking consent, authorizations or proxies from you. State of Nevada General Corporation Law provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for a meeting. Approval of at least a majority of the outstanding voting power of the shares of our Common Stock present and voting on the matter at a meeting was required to approve the Reverse Split/Share Reduction Amendment.In addition, the Board of Directors consented and voted for such Reverse Split/Share Reduction Amendment.
 
Purposes of the Reverse Stock Split.
 
The Reverse Split/Share Reduction Amendment was approved by the Board and the Majority Stockholder with the following goals:
 
1-  
To establish legitimacy in our market with our utility clients and partners in which may perceive our stock price negatively.
 
2-  
To establish legitimacy with a potential large distributor and licensor in which may perceive our stock price negatively.
 
3-  
To close open acquisitions.
 
4-  
To start a possible consideration of up-listing to NASDAQ Capital Markets.
 
5-  
To enhance company’s, institutional investor profile and commercial credibility and may allow for certain commercial opportunities not currently available to the Company.
 
6-  
To generate greater interest among professional investors and institutions and enhance prospective analyst coverage and brokerage recommendations.
 
7-  
To better retain and acquire talent for our operations and our global expansion.
 
Fractional Shares. 
 
Fractional number of shares outstanding after the reverse split will be rounded up to the next highest number of full shares. No transaction costs would be assessed to stockholders for the reverse split. If you do not hold sufficient shares of pre-split Common Stock to receive at least one post-split share of Common Stock and you want to hold the Common Stock after the Reverse Stock Split, you may do so by taking either of the following actions far enough in advance so that it is completed before the Reverse Stock Split is effected:
 
 
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1-  
purchase a sufficient number of shares of Common Stock so that you would hold at least that number of shares of Common Stock in your account prior to the implementation of the Reverse Stock Split that would entitle you to receive at least one share of Common Stock on a post-split basis; or
 
2-  
if applicable, consolidate your accounts so that you hold at least that number of shares of Common Stock in one account prior to the Reverse Stock Split that would entitle you to at least one share of Common Stock on a post-split basis. Common Stock held in registered form (that is, shares held by you in your own name on the Company’s share register maintained by its transfer agent) and Common Stock held in “street name” (that is, shares held by you through a bank, broker or other nominee) for the same investor would be considered held in separate accounts and would not be aggregated when implementing the Reverse Stock Split. Also, shares of Common Stock held in registered form but in separate accounts by the same investor would not be aggregated when implementing the Reverse Stock Split.
 
Effect on Voting Rights of, and Dividends on, Common Stock.
 
Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split.  The percentage of outstanding shares owned by each stockholder prior to the split will remain the same.  For example, generally, a holder of two percent of the voting power of the outstanding shares of Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold two percent of the voting power of the outstanding shares of Common Stock after a Reverse Stock Split.
 
We have not in the past declared, nor do we have any plans to declare in the foreseeable future, any distributions of cash, dividends or other property, and we are not in arrears on any dividends.  Therefore, we do not believe that a Reverse Stock Split would have any effect with respect to future distributions, if any, to our stockholders.
 
Effect on Registered and Beneficial Stockholders.  
 
Upon the effectuation of any Reverse Stock Split, we intend to treat stockholders holding stock in "street name," through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders, holding the stock in "street name."  However, such banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split.  If you hold your shares with such a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.
 
 
 
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Effect on Registered "Book-entry" Stockholder.
 
Our registered stockholders may hold some or all of their shares electronically in book-entry form.  These stockholders will not have stock certificates evidencing their ownership of the stock. These stockholders are, however, provided with a statement reflecting the number of shares registered in their accounts.  If you hold shares in book-entry form, you do not need to take any action to receive your New Shares.  A transaction statement will automatically be sent to your address of record indicating the number of shares you hold.
 
Effect on Registered Certificated Shares.
 
Some of our registered stockholders hold all their shares in certificate form or a combination of certificate and book-entry form.  If any of your shares are held in certificate form, you do not need to take any action to exchange your stock certificate.  If a Reverse Stock Split is effected, stockholders may continue to make sales or transfers using their old stock certificates.  On request, we will issue new certificates to anyone who holds old stock certificates in exchange therefor.  Any request for new certificates into a name different from that of the registered holder will be subject to normal stock transfer requirements and fees, including proper endorsement and signature guarantee, if required.
 
Effect on Liquidity.  
 
The decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse Stock Split may decrease the liquidity in our Common Stock if the anticipated beneficial effects on the trading market for our Common Stock do not occur.  See "Purposes of the Reverse Stock Split" above. If implemented, the Reverse Stock Split would result in some stockholders owning "odd-lots" of less than 100 shares of Common Stock on a post-split basis.  Odd lots may be more difficult to sell, or require greater transaction costs per share to sell than shares in "even lots" of even multiples of 100 shares.
 
Potential Anti-Takeover Effect.  
 
The increased proportion of authorized but unissued shares of our Common Stock to outstanding shares thereof could, under certain circumstances, have an anti-takeover effect.  For example, such a change could permit future issuances of our Common Stock that would dilute the stock ownership of a person seeking to effect a change in composition of our Board or contemplating a tender offer or other transaction for the combination of our company with another entity.  The Reverse Stock Split, however, is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or to obtain control of us. The Company currently has no intention of going private, and the Reverse Stock Split is not intended to be a first step in a going private transaction and will not have the effect of a going private transaction covered by Rule 13e-3 under the Exchange Act.
 
Federal Income Tax Consequences
 
The Company believes that the federal income tax consequences of any Reverse Stock Split to holders of Common Stock would be as follows:
 
(i) No income gain or loss would be recognized by a stockholder on the surrender of the Old Shares or receipt of the certificate representing post-split New Shares.
 
 
 
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(ii) The tax basis of the New Shares would equal the tax basis of the Old Shares exchanged therefore.
 
(iii) The holding period of the New Shares would include the holding period of the Old Shares if such Old Shares were held as capital assets.
 
(iv) The conversion of the Old Shares into the New Shares would produce no taxable income or gain or loss to the Company.
 
The Company’s opinion is not binding upon the Internal Revenue Service or the courts, and the Company cannot assure you that the Internal Revenue Service or the courts will accept the positions expressed above. The state and local tax consequences of the Reverse Stock Split may vary significantly as to each stockholder, depending upon the state in which he, she or it resides. Stockholders are urged to consult their own tax advisors with respect to the federal, state and local tax consequences of the Reverse Stock Split.
 
To ensure compliance with Treasury Department Circular 230, each holder of Common Stock is hereby notified that: (a) any discussion of U.S. federal tax issues in this Information Statement is not intended or written to be used, and cannot be used, by such holder for the purpose of avoiding penalties that may be imposed on such holder under the Internal Revenue Code; (b) any such discussion has been included by the Company in furtherance of the Reverse Stock Split on the terms described herein; and (c) each such holder should seek advice based on its particular circumstances from an independent tax advisor.
 

 
Item 9.01 Financial Statements and Exhibits
 
 
a)     
Not applicable.
 
 
b)     
Not applicable. 
 
 
c)     
Not applicable.
 
 
d)     
Not applicable
 
                                    

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Infrax Systems, Inc.
   
   
Dated:  August 19, 2011
/s/ Mr. Paul J. Aiello
 
Mr. Paul J. Aiello
 
Principal Executive Officer

 
 
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