Infrax Systems 10Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2009 (First Quarter)

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________to ________________

COMMISSION FILE NUMBER 000-52488

OPTICON SYSTEMS, INC.

(Exact name of Registrant as specified in charter)

NEVADA	20-2583185
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

449 Central Avenue, Suite 105, St. Petersburg, Florida 33701

(Address of principal executive offices) (ZIP Code)

813-305-7118

(Registrant's telephone no., including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o Nox

The number of shares outstanding of each of the issuer’s classes of common equity, as of October 18, 2009 was 140,685,675 shares.

Transitional Small Business Disclosure Format (Check one):

Yes o No x

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	PAGE

Item 1	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets as of September 30, 2009 (unaudited) and June 30, 2009	3

	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2009 and 2008, and for the Period from October 22, 2004 (inception) to September 30, 2009 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Period from October 22, 204 (inception) to September 30, 2009 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2009 and 2008, and for the Period from October 22, 2004 (inception) to September 30, 2009 (unaudited)	6

	Condensed Consolidated Notes to Financial Statements (unaudited)	7

Item 2	Management's Discussion and Analysis or Plan of Operation	16

Item 3	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4	Controls and Procedures	20

Item 4 T	Controls and Procedures	20

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	21

Item 1A	Risk Factors	21

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3	Defaults Upon Senior Securities	22

Item 4	Submission of Matters to a Vote of Security Holders	22

Item 5	Other Information	22

Item 6	Exhibits	22

Signatures		22

- 2 -

OptiCon Systems, Inc.
(A Development Stage Enterprise)
Condensed Consolidated Balance Sheets
(Unaudited)
	September 30,			June 30,
ASSETS	2009			2009
Current assets
Cash and cash equivalents	$	10,052		$	1,996
Accounts receivable, net		49,215			49,215
Deferred contract costs		26,696			26,696
Prepaid expenses		1,930			2,000
Total current assets		87,893			79,907

Property and equipment, net		2,746			3,206
Intangible assets, net		212,206			212,206
Other assets		2,664			-

Total assets	$	305,509		$	295,319

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	33,325		$	27,835
Deferred revenue		49,215			49,215
Accrued expenses		414,296			372,441
Note payable		6,000			6,000
Loan and note payable – related parties		125,527			59,050
Total current liabilities		628,363			514,541

Stockholders’ deficit
Preferred stock, $.001 par value, 50,000,000 shares
authorized, none issued	$	-		$	-
Common stock, $.001 par value, 250,000,000 shares
authorized, 139,930,221 and 139,874,296 shares
issued and outstanding		139,930			139,874
Additional paid-in capital		1,869,537			1,866,593
Subscription receivable		(350	)		(350	)
Deficit accumulated during the development stage		(2,331,971	)		(2,225,339	)
Total stockholders’ deficit		(322,854	)		(219,222	)

Total liabilities and stockholders' deficit	$	305,509		$	295,319

The accompanying notes are an integral part of these financial statements.

- 3 -

OptiCon Systems, Inc.
(A Development Stage Enterprise)
Condensed Consolidated Statements of Operations
(Unaudited)
							Period from October
								22, 2004
	For the Three Months Ended						(inception) to
	--------------September 30,--------------						September 30,
	2009			2008				2009
	(unaudited)						(unaudited)

Net sales	$	-		$	-		$	-
Cost of goods sold		-			-			-
Gross profit		-			-			-

Operating expenses
Salaries and benefits		24,615			22,615			1,580,195
Consulting services		36,152			111,167			454,650
Other general and administrative		20,789			1,298			191,770
Allocable software costs		-			-			(115,111	)
Legal and accounting		22,500			15,000			175,863
Operating loss		104,056			150,080			2,287,367

Non operating income (expense)
Interest expense		(2,576	)		(851	)		(44,806	)
Miscellaneous income		-			-			202
		(2,576	)		(851	)		(44,604	)

Loss from operations before income taxes		(106,632	)		(150,931	)		(2,331,971	)

Provision for income taxes		-			-			-
Net loss	$	(106,632	)	$	(150,931	)	$	(2,331,971	)

Net loss per share
Basic	$	(0.001	)	$	(0.002	)
Diluted	$	(0.001	)	$	(0.002	)

Weighted average common shares outstanding
Basic		139,874,296			65,194,508
Diluted		139,874,296			65,194,508

The accompanying notes are an integral part of these financial statements.

- 4 -

OptiCon Systems, Inc.
(A Development Stage Enterprise)
Condensed Consolidated Statement of Changes in Stockholders’ Deficit
For the Period October 22, 2004 (date of inception) through September 30, 2009
(Unaudited)
											Accumulated
											Deficit During
											the
	---------------Common---------------				Additional			Subscription			Development
	Shares		Stock		Paid-in Capital			Receivable			Stage			Total

Balance at October 22, 2004		-	$	-	$	-		$	-		$	-		$	-
Issuance of common shares in exchange for
organization efforts		240,857		241		15,759			-			-			16,000
Issuance of common shares in
exchange for services		75,268		75		4,925			-			-			5,000
Net (loss)		-		-		-			-			(21,000	)		(21,000	)
Balance at June 30, 2005		316,125		316		20,684			-			(21,000	)		-
Issuance of common shares in exchange for
Opticon software and other assets		1,264,500		1,265		98,736			-			-			100,000
Issuance of common stock purchase
warrants in exchange for services		-		-		17,999			-			-			17,999
Net (loss)		-		-		-						(656,885	)		(656,885	)
Balance at June 30, 2006		1,580,625		1,581		137,418			-			(677,885	)		(538,886	)
Issuance of common stock purchase
warrants in exchange for services		-		-		16,499			-			-			16,499
Net (loss)		-		-		-						(724,492	)		(724,492	)
Balance at June 30, 2007		1,580,625		1,581		153,917			-			(1,402,377	)		(1,246,879	)
Stock dividend		99,118		99		(99	)		-			-			-
Issuance of common shares in exchange
for services		9,000		9		26,991			-			-			27,000
Conversion of accrued expenses to common stock		-		-		1,042,827			-			-			1,042,827
Sale of stock for cash		17,500		18		332			-			-			350
Subscription receivable		17,500		17		333			(350	)		-			-
Discount on conversion feature of debenture		-		-		281,401			-			-			281,401
Amortization of conversion feature of debenture		-		-		(281,401	)		-			-			(281,401	)
Fractional shares issued		65		-		-			-			-			-
Net (loss)		-		-		-			-			(372,042	)		(372,042	)
Balance at June 30, 2008		1,723,808		1,724		1,224,301			(350	)		(1,774,419	)		(548,744	)
Issuance of common shares on conversion
of (2) debentures and accrued interest		68,330,134		68,330		273,322			-			-			341,652
Issuance of common shares in exchange
for cancellation of debt		400,000		400		5,450			-			-			5,850
Issuance of common shares in exchange for services		1,000,000		1,000		39,000			-			-			40,000
Discount on conversion feature of convertible note		-		-		203,000			-			-			203,000
Amortization of conversion feature of convertible note		-		-		(203,000	)		-			-			(203,000	)
Fractional shares issued		4		-		-			-			-			-
Issuance of common shares in exchange for services		2,111,724		2,112		40,888			-			-			43,000
Issuance of common shares on the conversion
of (3) convertible promissory notes		12,000,000		12,000		48,000			-			-			60,000
Issuance of common shares in exchange for services		226,626		226		5,774			-			-			6,000
Issuance of common shares on the conversion of a
convertible promissory note		4,000,000		4,000		16,000			-			-			20,000
Issuance of common shares in exchange for convertible
notes and accrued interest		50,000,000		50,000		200,000			-			-			250,000
Issuance of common shares in exchange for rent		82,000		82		13,858			-			-			13,940
Net (loss)		-		-		-			-			(450,920	)		(450,920	)
Balance at June 30, 2009		139,874,296		139,874		1,866,593			(350	)		(2,225,339	)		(219,222	)
Issuance of common shares in exchange for services		55,925		56		2,944			-			-			3,000
Net (loss)		-		-		-			-			(106,632	)		(106,632	)
Balance at September 30, 2009 (unaudited)		139,930,221	$	139,930	$	1,869,537		$	(350	)	$	(2,331,971	)	$	(322,854	)

The accompanying notes are an integral part of these financial statements.

- 5 -

OptiCon Systems, Inc.
(A Development Stage Enterprise)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
							Period from
							October 22, 2004
	Three Months Ended						(inception)
	-------------------September 30,-------------------						September 30,
	2009			2008			2009
Cash Flows From Operating Activities
Net (Loss) from continuing operations	$	(106,632	)	$	(150,931	)	$	(2,331,971	)
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
Depreciation and amortization		460			537			10,620
Issuance of common stock in exchange for services		3,000			40,000			189,288
Change in working capital components:
Accounts receivable		-			-			(49,215	)
Prepaid expenses		70			(7,334	)		(1,930	)
Deferred contract costs		-			-			(26,696	)
Bank overdraft		-			(56	)		-
Accounts payable		5,490			879			33,325
Accrued expenses		41,855			113,825			1,756,277
Deferred revenue		-			-			49,215
Net cash (used) by operating activities		(55,757	)		(3,080	)		(371,087	)

Cash Flows From Investing Activities
Purchase of property and equipment		-			-			(7,460	)
Capitalization of software development costs		-			-			(113,112	)
Decrease (increase) in deposits		(2,664	)		-			(2,664	)
Net cash (used) in investing activities		(2,664	)		-			(123,236	)

Cash Flows From Financing Activities
Proceeds from the sale of common stock		-			-			350
Loan payable		-			-			12,000
Repayment of loan payable								(6,000	)
Loan payable – Related parties		66,477			3,080			498,025
Net cash provided by investing activities		66,477			3,080			504,375
Net increase (decrease) in cash and cash equivalents		8,056			-			10,052

Cash And Cash Equivalents
Beginning of year		1,996			-			-
End of year	$	10,052		$	-		$	10,052

Supplemental Disclosures on nterest and
Income Taxes Paid:
Interest paid for the period	$	-		$	-		$	-
Income taxes paid for the period	$	-		$	-		$	-

Supplemental Scheduleof Noncash Investing
And Financing Activities:
Issuance of common stock in exchange for debenture and accrued interest	$	-		$	341,652		$	671,651
Issuance of common stock in exchage for accounts payable	$	-		$	5,850		$	5,850
Issuance of common stock for software and other assets	$	-		$	-		$	105,000
Sale of stock subscription	$	-		$	-		$	350

The accompanying notes are an integral part of these financial statements.

- 6 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

1. Basis of Presentation and History of the Company

(a) Basis of Presentation

The balance sheet as of September 30, 2009, the statements of operations, statements of cash flows and statements of stockholders’ deficit for the respective periods presented, have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three months ended September 30, 2009 are not necessarily indicative of results expected for the full year ending June 30, 2010. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at September 30, 2009, and the results of operations, changes in cash flows, and changes in stockholders’ deficit for all periods presented, have been made. These financial statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K filed with the SEC on October 5, 2009.

(b) Subsequent Events

The Company has evaluated subsequent events that occurred after September 30, 2009 through the date that the financial statements were issued on November 19, 2009.

OptiCon Systems, Inc. (“the Company”) 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.

FutureWorld Energy, Inc. (“FutureWorld”), OptiCon Systems’ parent company, announced its intention to spin off OptiCon through by the payment of a stock dividend. In connection with the proposed spin off, Opticon’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 Opticon Systems’ stock for every two shares they own of FutureWorld. As of that date, Opticon Systems ceased being a subsidiary of FutureWorld.

On August 11, 2009, the Company organized Infrax Systems SA (Pty) Ltd., a South African company, as a wholly owned subsidiary, and on August 12, 2009, the Company organized PowerCon Energy Systems, Inc., a Nevada corporation, as a wholly owned subsidiary. On October 8, 2009, Mr. Sam Talari subscribed to 16,000,000 shares of PowerCon Energy Systems, Inc., at which time PowerCon Energy ceased being a wholly owed subsidiary.

(d) Development Stage Enterprise

Since its inception, the Company has been in the development stage, dedicated to selling and/or licensing a fiber optic management software system under the name OptiCon Network Manager, originally developed, and acquired from Corning Cable System, Inc. through a related company, FutureTech Capital, LLC. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while developing its customer base and establishing itself in the marketplace.

- 7 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement the Company’s business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on its debt obligations.

2. Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts and operations of Opticon Systems, Inc., and its two wholly owned subsidiaries, PowerCon Energy Systems, Inc., and Infrax Systems SA (Pty) Ltd. (collectively referred to as the “Company”). Accordingly, the assets and liabilities, and expenses of these companies have been included in the accompanying condensed consolidated financial statements, and intercompany transactions have been eliminated.

(b) Loss Per Share

Basic EPS is calculated by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during each period. Diluted EPS is similarly calculated, except that the denominator includes common shares that may be issued subject to existing rights with dilutive potential, except when their inclusion would be anti-dilutive.

Based on an estimated current value of the Company’s stock being equal to or less than the exercise price of the warrants, none of the shares assumed issued upon conversion of the warrants, nor any of the stock assumed issued under the Company's 2004 Non statutory Stock Option Plan, are included in the computation of fully diluted loss per share, since their inclusion would be anti-dilutive.

The Company is principally in the business of licensing fiber optic management software, OptiCon Network Manager. Revenue from licensing the software will be recognized upon installation and acceptance of the software by customers. When a software sales arrangement includes rights to customer support, the portion of the license fee allocated to such support is recognized ratably over the term of the arrangement, normally one year. Revenue from professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement.

Revenue associated with software sales to distributors is recognized, net of discounts, when the Company has performed substantially all its obligations under the arrangement. Until such time as substantially all obligations under the arrangement are met, software sales are recognized as deferred revenue. Costs and expenses associated with deferred revenue are also deferred. When a software sales arrangement includes a commitment to provide training and/or other services or materials, the Company estimates and records the expected costs of these training and/or other services and/or materials.

(d) Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

- 8 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)


	•	Cash and Cash Equivalents, Accounts Receivable, Deferred Contract Costs, Prepaid Expenses, Bank Overdraft, Accounts Payable, Deferred Revenue and Accrued Expenses :
		The carrying amount reported in the balance sheets for these items approximates fair value because of the short maturity of these instruments.

	•	Notes Payable and Loans and Notes Payable to Related Parties:
		The carrying value of notes payable and loans and notes payable to related parties approximates fair value as each of the notes payable carries an interest rate commensurate with commercial borrowing rates available to the Company.

		As of September 30, 2009 and June 30, 2009, the fair values of the Company’s financial instruments approximate their historical carrying amount.

(e) Impact of Recently Issued Accounting Pronouncements

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (“Codification”). The Codification is the single source for all authoritative Generally Accepted Accounting Principles (“GAAP”) recognized by the FASB to be applied for financial statements issued for periods ending after September 15, 2009. The implementation of the Codification did not impact our financial statements or disclosures other than references to authoritative accounting literature are now made in accordance with the Codification.

In May 2009, the FASB issued guidance under ASC 855 “Subsequent Events” which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance required the Company to disclose the date through which the Company has evaluated subsequent events and the basis for the date. The guidance was effective for interim periods which ended after June 15, 2009. See Note 1, “Basis of Presentation,” for disclosure of the date to which subsequent events are disclosed.

In June 2008, the FASB issued authoritative guidance as required by the “Derivative and Hedging” ASC Topic 815-10-15-74 in Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock,. The objective is to provide guidance for determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock and it applies to any freestanding financial instrument or embedded feature that has all the characteristics of a derivative, for purposes of determining whether that instrument or embedded feature qualifies for the first part of the scope exception. This Issue also applies to any freestanding financial instrument that is potentially settled in an entity’s own stock, regardless of whether the instrument has all the characteristics of a derivative. We currently have warrants that embody terms and conditions that require the reset of their strike prices upon our sale of shares or equity-indexed financial instruments at amounts less than the conversion prices. These features will no longer be treated as “equity” once it becomes effective. Rather, such instruments will require classification as liabilities and measurement at fair value. Early adoption is precluded. This standard did not have a material impact on the financial statements.

- 9 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

In March 2008, the FASB issued guidance under ASC 815 “Derivatives and Hedging”. The guidance is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. This standard did not have a material impact on the financial statements.

In December 2007, the FASB issued revised guidance under ASC 805 “Business Combinations”, which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. ASC 805 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of ASC 805 did not have a material impact on the Company’s financial position, results of operations or cash flows because the Company has not been involved in any business combinations during the three months ended September 30, 2009.

In December 2007, the FASB issued guidance under ASC 810 “Consolidation”. This guidance establishes new accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance will change the classification and reporting for minority interest and non-controlling interests of variable interest entities. The guidance requires the minority interest and non-controlling interest of variable interest entities to be carried as a component of stockholders’ equity. Accordingly we will reflect non-controlling interest in our consolidated variable interest entities as a component of stockholders’ equity. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company adopted this guidance beginning July 1, 2009. Since we do not currently have minority interest or Variable Interest Entities consolidated in our financial statements, adoption of this guidance has no impact on the Company’s financial statements.

In July 2006, the FASB issued guidance under ASC 740 “Income Taxes”. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on a tax return. The adoption of this guidance did not have any impact on our financial statements.

Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

- 10 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

3. Going Concern

For the three months ended September 30, 2009, the Company incurred a loss of $106,632. For the period October 22, 2004 (date of inception) through September 30, 2009, the Company incurred a cumulative net loss of $2,331,971. At of September 30, 2009, the Company had negative working capital of $540,470, and $10,052 in cash with which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as loans from its officers and directors, subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company’s business plan, the ability to raise capital in the future, to continue receiving funding from its officers, directors and shareholders, the ability to expand its customer base, and the ability to hire key employees to grow the business. There may be other risks and circumstances that management may be unable to predict.

4. Property and Equipment

Property and equipment consists of the following:

	September 30,		June 30,
	2009		2009

Computer equipment	$	8,587	$	8,587
Software		3,873		3,873
		12,460		12,460
Accumulated depreciation		9,714		9,254
Net	$	2,746	$	3,206

For the three months ended September 30, 2009, June 30, 2009, and for the period from October 22, 2004 (inception) to September 30, 2009, the total depreciation expense charged to operations totaled $460, $2,148, and $9,714, respectively.

- 11 -

OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

5. Accrued Expenses

Accrued expenses consist of the following:

	September 30,		June 30,
	2009		2009

Accrued Salaries	$	145,167	$	124,167
Accrued Vacations		19,451		17,835
Payroll Tax Liabilities		46,452		43,789
Accrued Consulting		118,150		109,150
Accrued Legal		50,000		45,000
Accrued Software Training		20,000		20,000
Accrued Commissions		5,790		5,790
Accrued Interest		9,286		6,710
	$	414,296	$	372,441

6. Related Parties Disclosures

(a) Employment Agreements

Saed (Sam) Talari

Effective August 1, 2009, the Company entered into a three-year employment agreement with Saed (Sam) Talari, one of the Company’s directors. The agreement was automatically renewed for successive one-year periods. The Agreement provides for (a) a base salary of $15,000 per month, (b) four weeks vacation within one year of the starting date, and (c) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. Mr. Talari waived the increase in salary from his previous employment agreement for the month of August and September 2009.

As of September 30, 2009 and June 30, 2009, the accrued compensation under the employment agreement was $128,000 and $107,000 respectively.

Sadruddin Currimbhoy

On October 1, 2007, the Company entered into a one-year Employment Agreement with Mr. Sadruddin Currimbhoy, our former Chief Executive Officer. Mr. Currimbhoy had taken a leave of absence and on November 21, 2008 resigned as Chief Executive Officer. At September 30, 2009 accrued salary due to Mr. Currimbhoy is $17,167.

(b) Loan from Related Parties

On September 6, 2005, Mr. Sam Talari, one of the Company’s directors, agreed to make advances to the Company as an interim unsecured loan for operational capital up to a maximum of $350,000, evidenced by a master promissory note, with interest at the rate of 5% per annum, based on amounts advanced from time to time, payable annually.

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OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

Since the issuance of the unsecured $350,000 master promissory note, and subsequent to a number of conversions of a portion of the to common stock, Mr. Talari continued making advances to the Company on the loan, of which $117,725 and $51,248 remains outstanding at September 30, 2009 and June 30, 2009 respectively. In addition, the Company has accrued interest on this loan in the amount of $1,392 and $300 at September 30, 2009 and June 30, 2009 respectively.

During the year ended June 30, 2008, FutureWorld Energy, Inc. (formerly Isys Medical), OptiCon’s former parent company, paid expenses on behalf of the Company and made cash advances. Most of these expenses were paid, and the advances made, by FutureWorld Energy at the time OptiCon was still a subsidiary, and are included in Loan & Note Payable – Related Parties on the balance sheet. At September 30, 2009 and June 30, 2009, the amount owed to FutureWorld Energy on this promissory note was $7,802 and $7,802 respectively, and has accrued interest of $188 and $31 respectively.

7. Stock Options and Warrants

On December 2, 2005, the Company granted two unrelated individuals Series A Warrants to purchase 2,192 shares, at an adjusted average exercise price of $34.60. All of the Warrants expire on November 11, 2011. All of the Warrants granted were non-qualified fixed price warrants.

8. Stock Option Plan

On October 22, 2004, the Company adopted a 2004 Non-statutory Stock Option Plan (“Option Plan”) for the benefit of its key employees (including officers and employee directors), consultants and affiliates. The Option Plan is intended to provide those persons who have substantial responsibility for the management and growth of the Company with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, encouraging them to continue in employment.

On October 2, 2009 the Board of Directors authorized additional shares under this plan bringing the total authorized to 5,000,000 shares of the Company's common stock to be set aside, which may be issued under the Option Plan. As of September 30, 2009 and June 30, 2009, no shares have yet been issued under the Option Plan.

9. Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated through September 30, 2009 based on uncertainties concerning the Company’s ability to generate taxable income in future periods. The tax benefit is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

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OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

10. Commitments and Contingencies

On August 1, 2009, the Company terminated its lease agreement with Muse River Corporation, and entered into a 5-year commercial lease with Caroline DeVale, an unrelated individual, to rent approximately 1,625 square feet of executive offices and computer center in St. Petersburg, Florida at rent of $1,930 a month, including Florida sales taxes. The future minimum rental for each of the next four years is $23,160, and for the fifth year is $19,200.

Rent expense for the years ended September 30, 2009, and 2008, and for the period from October 22, 2004 (date of inception) through September 30, 2009 amounted to $5,642, $3,162 and $47,265 respectively.

11. Subsequent Events

Changes in Management

On October 5, 2009, Paul D. Lisenby, one of the Company’s directors resigned, and on the same date Terisue Lander was elected as a director, and Malcolm F. Welch was elected as a director and Co-Chairman of the Board.

On October 16, 2009, the Board of Directors approved the appointment of Paul J. Aiello to serve as Chief Executive Officer of the Company and as a board member effective October 19, 2009. Effective on October 19, 2009, Saed (Sam) Talari resigned as Acting Chief Executive Officer of the Company.

Employment Agreements

On October 1, 2009, the Company entered into a new three-year employment agreement with Cristino L. Perez, one of the Company’s directors and Chief Financial Officer. The agreement is automatically renewed for successive one one-year periods, unless previously terminated. The Agreement provides for (a) a base salary of $5,000 per month ($3,000 payable in S-8 shares, $2,000 deferred until December 31, 2009 or payable in S-8 shares at the time), (b) a bonus as determined by the Board; (c) an option to purchase 225,000 shares of the Company common stock at $0.08 per share vesting over 3 years; (d) three weeks vacation per year; and (e) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. Additionally, Mr. Perez is eligible to receive 225,000 shares of PowerCon Systems, Inc., one of the Company’s subsidiaries, by achievement of goals and objectives established by the Board of Directors over a 3 year period.

On October 6, 2009, the Company entered into a one-year employment agreement with Malcolm F. Welch, one of the Company’s directors and Co-Chairman of the Board. The agreement is automatically renewed for successive one one-year periods, unless previously terminated. The Agreement provides for (a) a base salary of $7,000 per month ($5,000 payable in S-8 shares, $2,000 deferred until December 31, 2009 or payable in S-8 shares at the time), (b) a bonus based on the level of funding the Company achieves through December 31, 2010; (c) an option to purchase 375,000 shares of the Company common stock at $0.08 per share vesting over 3 years; (d) two weeks vacation during first year, four weeks vacation thereafter, and (e) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. Additionally, Mr. Welch is eligible to receive 375,000 shares of PowerCon Systems, Inc., one of the Company’s subsidiaries, by achievement of goals and objectives established by the Board of Directors over a 3 year period.

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OptiCon Systems, Inc.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended September 30, 2009 and the Period October 22, 2004

(Date of Inception) through September 30, 2009

(Unaudited)

On October 6, 2009, the Company entered into a three-year employment agreement with Terisue Lander, one of the Company’s directors and Executive Vice-President and Chief Operating Officer. The agreement is automatically renewed for successive one one-year periods, unless previously terminated. The Agreement provides for (a) a base salary of $12,000 per month ($9,000 payable in S-8 shares, $3,000 deferred until December 31, 2009 or payable in S-8 shares at the time); (b) a $9,000 sign on bonus; (c) a bonus based on the level of funding the Company achieves through December 31, 2010; (d) an option to purchase 720,000 shares of the Company common stock at $0.08 per share vesting over 3 years; (e) two weeks vacation during first year, four weeks vacation thereafter, and (f) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. Additionally, Ms. Lander is eligible to receive 720,000 shares of PowerCon Systems, Inc., one of the Company’s subsidiaries, by achievement of goals and objectives established by the Board of Directors over a 3 year period.

Effective October 19, 2009, the Company entered into a three-year employment agreement with Paul J. Aiello, the Company’s Chief Executive Officer. The agreement is automatically renewed for successive one-year periods, unless previously terminated. The Agreement provides for (a) a base salary of $14,000 per month, ($10,000 payable in S-8 shares, $4,000 deferred until December 31, 2009, or payable in S-8 shares at the time); (b) a bonus based on the level of funding the Company achieves through December 31, 2010; (c) an option to purchase 750,000 shares of the Company common stock at $0.08 per share vesting over 3 years; (d) two weeks vacation during first year, four weeks vacation thereafter, and (e) all group insurance plans and other benefit plans and programs made available to the Company’s management employees. Additionally, Mr. Aiello is eligible to receive 750,000 shares of PowerCon Systems, Inc., one of the Company’s subsidiaries, by achievement of goals and objectives established by the Board of Directors over a 3 year period.

Corporate Name Change

On October 30, 2009, the board of directors and the majority shareholder approved a change in the corporation name from OptiCon Systems, Inc. to Infrax Systems, Inc. The name change will be effective upon filing amended articles of incorporation with the State of Nevada.

Stock Compensation Plan

On October 2, 2009, the Company adopted a 2009 Employees and Consultants Stock Compensation Plan (“Stock Plan”) for the benefit of employees and consultants (including officers and employee directors). The Stock Plan is intended to provide those persons who have substantial responsibility for the management and growth of the Company with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, encouraging them to continue in employment, and to pay independent consultants that perform services to the Company. The Board of Directors authorized 5,000,000 shares of the Company's common stock to be set aside, which may be issued under the Stock Plan.

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Item 2.

Management’s Discussion and Analysis or Plan of Operation

The following discussions should be read in conjunction with our financial statements and the notes thereto presented in “Item 1 – Financial Statements” and our audited financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our report on Form 10-K for the fiscal year ended June 30, 2009. The information set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to differ materially from those contained in the forward-looking statements.

Changes in Management

On October 5, 2009, Paul D. Lisenby, one of our directors resigned, and on the same date Terisue Lander was elected as a director, and Malcolm F. Welch was elected as a director and Co-Chairman of the Board. On October 16, 2009, the Board of Directors approved the appointment of Paul J. Aiello to serve as our Chief Executive Officer and as a board member effective October 19, 2009. Effective on October 19, 2009, Saed (Sam) Talari resigned as our Acting Chief Executive Officer.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 1 to the financial statements. However, certain accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management; as a result they are subject to an inherent degree of uncertainty. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on knowledge of our industry, historical operations, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate.

Our critical accounting policies include:

·	Principals of Consolidation -The consolidated financial statements include the accounts and operations of the Opticon Systems, Inc., and its two wholly owned subsidiaries, PowerCon Energy Systems, Inc., and Infrax Systems SA (Pty) Ltd. (collectively referred to as the “Company”). Accordingly, the assets and liabilities, and expenses of these companies have been included in the accompanying consolidated financial statements, and intercompany transactions have been eliminated.
·	Revenue Recognition - We recognize revenue from licensing our software upon the acceptance of the software by customers. When a software sales arrangement includes rights to customer support, the portion of the license fee allocated to such support is recognized ratably over the term of the arrangement, normally one year. Revenue from professional services arrangements will be recognized in the month in which services are rendered over the term of the arrangement.
·	Long-Lived Assets - We depreciate property and equipment and amortize intangible assets, including software development costs over the respective assets’ estimated useful life and periodically review the remaining useful lives of our assets to ascertain that our estimate is still valid. If we determine a useful life has materially changed, we either change the useful life or write the asset down or if we determine the asset has exhausted its useful life, we write the asset off completely.
·	Capitalized Software Development Costs - We capitalize software development costs incurred subsequent to the establishment of technological feasibility and amortize them over the estimated lives of the related products. We discontinue capitalization of software when the software product is available to be sold, leased, or otherwise marketed. Amortization of software costs begins when the developed product is available for sale to our customers. We amortize our software development costs over the estimated economic life and estimated number of units of the product to be sold.

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Stock Based Compensation - We recognize stock-based compensation expense net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award. Calculating stock-based compensation expense requires the input of subjective assumptions, including the expected term of the option grant, stock price volatility, and the pre-vesting option forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns. We estimate stock price volatility based on historical implied volatility in our stock. In addition, we are required to estimate the expected volatility rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised or cancelled.

Recent Accounting Pronouncement

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Off-Balance Sheet Arrangements:

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as special purpose entities or variable interest entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other limited purposes.

PLAN OF OPERATIONS

As more fully described in “LIQUIDITY AND CAPITAL RESOURCES”, we had $10,052 in cash at September 30, 2009, and $232,275 remaining on the line of credit from Mr. Talari with which to satisfy our future cash requirements. Our management believes our cash and credit line, and revenue from the sale of our products will support only limited activities for the next twelve months. We are attempting to secure other sources of financing to develop our business plan, and to implement our sales and marketing plan. We believe full implementation of our plan of operations and completion of development of the R4 system will cost approximately $5 million. We have no assurance we will be able to obtain additional funding to sustain even limited operations beyond twelve months based on the available cash and balance of our line of credit with Mr. Talari, and limited revenues from the sale of our products. If we do not obtain additional funding, we may need to cease operations until we do so, and in that event may consider a sale of our technology. Our plan of operations set forth below depends entirely upon obtaining additional funding.

We do not have any ongoing discussions, arrangements, understandings, commitments or agreements for additional funding. We will consider equity funding through either a private sale or a registered public offering of our common stock; however, it seems unlikely that we can obtain an underwriter. We will consider a joint venture in which the joint venture partner provides funding to the enterprise. We will consider debt financing, both unsecured and secured by a pledge of our technology. As noted above, we may be forced to cease operations without additional funding, after our limited cash and line of credit with Mr. Talari are exhausted.

Our Marketing Plan

The first phase in our plan of operations, subject to adequate funding, will be implementation of our sales and marketing plan. Our plan has been to contact those companies to which Corning Cable licensed the Opticon Network Manager software to offer maintenance and professional services with respect to the R3 software they continue to utilize. Since Corning Cable stopped supporting the R3 software, these companies have been without a means to maintain and support the software, or they have acquired software from other sources for their current needs. For those companies that continue to use the R3 software, we would be able to provide them with seamless integration with other programs or newer version of programs being used, and provide them with full maintenance and support. Corning Cable has provided us with a list of companies they had previously used their software. We have contacted a number of these companies, almost entirely in the United States, and have found that many have a keen interest in our software. We are unable to sell our software customers until we are able to raise funds to provide adequate support for the software – see description of “International Operations” below.

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We also plan to begin marketing to the MSO (cable companies) market. In parallel with this activity we plan to contact the seven consulting firms servicing the ISO market. These firms act as a technical staff for this market, as it is too costly for the individual ISOs to keep a full time technical staff. The consulting firms also provide strategic technical analysis for this market segment as the ISOs do not have the resources or staff to provide this function on their own.

We are also exploring the opportunities to locate and are in discussion with local and regionally based companies in emerging markets with existing relationships with the key decision makers in these foreign markets, that would be willing establish strategic relationships in those markets and establishing their own Network Operating Centers to increase our visibility and support our customers in those markets. We are considering establishing this concept as our business model for countries in these emerging markets.

Product Research and Development

Our OptiCon R4 software system is still under development and not ready for commercial licensing; we estimate it is seventy-five percent complete. We have budgeted $2.2 million to complete the development of the R4 system. We do not have financial or other resources to undertake this development. Without additional funding sufficient to cover this budgeted amount, we will not have the resources to conduct this development.

We anticipate that as funding is received, of which there is no assurance, we will begin hiring the appropriate technical staff who would be able to handle support requirements for this market segment. We anticipate a need for up to forty-four employees by the end of the first year of full operation after funding. The number of employees we hire during the next twelve months will depend upon the level of funding and sales achieved.

Funding

To support our activities and provide the initial sales and support for entry into the large service provider marketplace, we will require an initial investment of approximately $5 million. We expect this level of funding to carry us into the marketplace for IOCs, ILECs and RBOCs, as well as offer services to existing users of the R3 system, and provide the capital necessary to complete the development of our OptiCon R4 system, our next generation product. The graph below depicts the areas of development, assuming attainment of different level of funding.

Level of Funding $1,000,000	Level of Funding $2,500,000	Level of Funding $5,000,000

Securing adequate facilities (approximately 12,500 square feet of space)	N/A	Securing an additional 12,500 to 25,000 square feet facility

Hiring approximately 12 product support, marketing, and administrative staff	Hiring an additional 12 product support and marketing staff, 3 product development staff, and additional administrative staff.	Hiring additional 12 product support, marketing and administrative support staff.

Acquiring furniture and fixtures for the facilities and staff, acquire computer systems	Acquire additional furniture and equipment for staff, and acquire additional computers and upgrade present system.	Upgrade computer systems to accommodate handling large MSO and ISO companies

Hiring of product support and development department heads.	N/A	N/A

N/A	Commence the development of OptiCon R4 software system.	Complete the development of the OptiCon R4 system.

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Results of Operations

For the three months ended September 30, 2009 and 2008:

For the three months ended September 30, 2009, we incurred a net loss of $106,632 compared to a loss of $150,931 for the three months ended September 30, 2008 a decrease of 29%.

For the three months ended September 30, 2009 compared to September 30, 2008 salaries and benefits increased from $22,615 to $24,615 reflecting the termination of the employment agreements on July 31, 2007 for John Batton, our former CEO and Douglass Wright, our former vice-president. For the same period legal and accounting increased from $15,000 to $22,500 reflecting an increase in compliance reporting by our outside counsel. For the same period, consulting expenses decreased from $111,167 to $36,152, reflecting the termination of the agreement with an independent consultant who was assisting us with the marketing of our R3 software system in the U.S. Also for the same period, rent expense increased from $3,162 to $5,642 reflecting our new lease on our corporate offices in St. Petersburg, Florida.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009, we had $10,052 in cash with which to satisfy our cash requirements for the next twelve months, along with $232,275 remaining on the line of credit from Mr. Talari to pay normal operating expenses, while we attempt to secure other sources of financing to develop our business plan, and to start implementation of our marketing plan. On September 6, 2005, we obtained a loan commitment from Mr. Saed (Sam)Talari, one of our directors and controlling person in the amount of $350,000 evidenced by a master promissory note, due on demand, with interest at the rate of 5% per annum. Since its inception, Mr. Talari has continued to advance funds to us as we needed them.

Mr. Talari remains committed to continue funding the Company, so that after the conversions of the outstanding amount on the note and accrued interest to our common stock, we effectively have $232,275 of the master promissory note available to us on an as needed basis. During the three months ended September 30, 2009, Mr. Talari made advances to us or paid expenses on our behalf under this master promissory note in the amount of $66,477. At September 30, 2009, we owe Mr. Talari $117,725 on the master promissory note, and accrued interest of $1,392.

At September 30, 2009, we had no other contractual obligation or material commercial commitments for capital expenditures.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4.

Controls and Procedures

Not Applicable

Item 4T.

Controls and Procedures

Disclosure controls and procedures: As of September 30, 2009, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, with the participation of our principal executive and principal financial officers. Disclosure controls and procedures are defined in Exchange Act Rule 15d–15(e) as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Based on our evaluation, our President/Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2009, such disclosure controls and procedures were not effective.

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Changes in internal control over financial reporting: Based upon an evaluation by our management of our internal control over financial reporting, with the participation of our principal executive and principal financial officers, there were no changes made in our internal control over financial reporting during the quarter ended September 30, 2009 that have materially affected or are reasonably likely to materially affect this control.

Limitations on the Effectiveness of Internal Control: Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about risks and the likelihood of future events, and there is no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances and the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

PART II - OTHER INFORMATION

Item 1

Legal Proceedings.

The registrant is not engaged in any legal proceedings at the date of this report.

Item 1A

Risk Factors.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2009 filed on October 5, 2009 with the Securities and Exchange Commission.

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information about our unregistered sales of securities during the three months ended September 30, 2009.

Date	Title of Security	Amount	Purchaser		Price	Exemption

2009	Common stock	55,925	Cristino L. Perez	(1)	Services	Section 4(2)

(1) Issued to our chief financial officer in exchange for services under a new one-year consulting agreement and special services during the quarter ended September 30, 2009.

We did not pay and no one acting on our behalf or to our knowledge paid any commissions or other compensation with respect to the sale of any of the shares listed in the tables above. Mr. Perez is thoroughly familiar with our proposed business in their respective positions as chief financial officer and director. This transaction did not involve a public offering. A legend was placed on the certificate that has been issued, prohibiting public resale of the shares, except subject to an effective registration statement under the Securities Act of 1933, as amended (the "Act") or in compliance with Rule 144. We claim exemption from the registration requirement of the Act by reason of Section 4(2) of the Act and the rules and regulations there under, on grounds that none of the sales listed above involve a public offering within the meaning of the Act. Furthermore, although the value of the shares we have issued and agreed to issue is uncertain, we believe we may also rely on Rule 504 under Regulation D as an exemption from registration.

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Item 3

Defaults Upon Senior Securities.

Not applicable.

Item 4

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5

Other Information.

Not applicable.

Item 6

Exhibits

10.E.08	Cristino L. Perez, Employment Agreement dated October 1, 2009
31.A	Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.B	Principal Financial & Accounting Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.C	Former Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.A	Principal Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.B	Principal Financial & Accounting Officer’s Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.C	Former Principal Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99A.01	2004 Amended Nonstatutory Stock Option Plan
99E	2009 Employees and Consultants Stock Compensation Plan

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OptiCon Systems, Inc.
	(Registrant)

Date: November 19, 2009	By: /s/ Paul J. Aiello
	Paul J. Aiello
	Principal Executive Officer

Date: November 19, 2009	By: /s/ Cristino L. Perez
	Cristino L. Perez,
	Principal Financial & Accounting Officer

Date: November 19, 2009	By: /s/ Sam Talari
	Saed (Sam) Talari
	Former Principal Executive Officer

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Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Infrax Systems (IFXY) Inactive 10-Q2009 Q3 Quarterly report

Content analysis