August 26, 2009

Dear Shareholder: 

2007 and 2008 were clearly transformational years at Waytronx.  We changed the company’s name; changed the company’s focus; and changed the company’s business model. 

During the latter part of 2008 and now into 2009, we have taken the technology platform we created by acquiring CUI and its facilities and incorporated that platform into our public company.  We have begun to add new product lines; make strategic geographic acquisitions; vertically integrate our sales force; secure several proprietary licensing agreements; and begun to see the fruits of our transformation from a pre-revenue R&D company to a revenue generating, technology/licensing business model. 

As in previous years, the continued commitment and support of our efforts by our shareholders is of tremendous importance to our company and its executive team.  We value that support and are working hard to maintain your trust and increase shareholder value. 

We are all quite proud of the accomplishments achieved during the last several months and have included a list of highlights for your reference:

• In October 2008, we signed and announced the first of our exclusive worldwide licensing agreements for the C14 encoder.  That product is now being sold in the marketplace and is generating revenue for our company. 
• In May 2009, we signed and announced the worldwide, exclusive licensing agreement for the AMT encoder.  This encoder has already received several design wins, is currently in the market, and generating revenue for the company.
• In July 2009, after lengthy negotiations, we were able to announce the acquisition of Comex Electronics and Comex Instruments and its rebranding to “CUI-Japan.”  This acquisition of Comex revenues (combined 2008 gross revenues of approximately $3.6 million) and a customer list including such iconic Japanese companies as Mitsubishi, Honda, Fujitsu, Toshiba, Sony, Japan Rail, the Japan Defense Force, and others was the culmination of our efforts to significantly increase our presence in Japan for our own existing product lines.  We continued our negotiations with a leading provider of Digital Power IC’s to enter the Digital Power Market.  According to the Darnell Group, a leading industry analyst, the demand for these products is expected to grow at a 45% rate over the next 5 years, with as many as 5 billion units sold by 2011.
• We have restructured and vertically expanded our sales force with the addition of Mark Adams, our new VP of Worldwide Sales.  In his first five months with the company, Mark has managed to engage six manufacturing representative organizations.  As a result, we have increased our outside sales force by 63 external sales executives – 39 of which are Electrical Engineers and an additional five with other engineering degrees – we now have geographic coverage of the entire United States, including Puerto Rico, into Mexico, and parts of Canada. 
• We have been able to pay down debt through cash flow and, in May 2009, we were able to renegotiate one of our acquisition notes from $17,500,000 down to $4,900,000.  This reduction created a balance sheet savings of $12,600,000, but, more importantly, a total savings of over $890,000 in related annual expenses.
• We have continued our efforts to develop and commercialize our WayCool™ WayFast™ Technologies by solidifying our relationship with BAE Systems and submitting a joint Seedling Proposal with BAE to the Defense Advanced Research Projects Agency (“DARPA”).  That Seedling Proposal is under review by the new Director of DARPA, Dr. Regina Dugan, recently appointed by the Obama Administration.
• Finally, and possibly most significantly, we were able to finalize our negotiations with GL Industrial Services UK [formerly: Advantica Ltd.](“GL”) for exclusive worldwide licensing rights to the unique new GASPT2 technology.  That technology allows, for the very first time, “live time” monitoring of the quantity, quality, and composition of natural gas intra-pipeline.  Moreover, through the use of incorporated Bluetooth™ Technology, that information can be provided to a remote, centralized monitoring facility.  This contract calls for a minimum of between $35,000,000 and $40,000,000 in sales during the first four years of the agreement.  The market studies commissioned by GL and GL’s experience in the natural gas industry all demonstrate that these contract numbers are very conservative and quite achievable.  We plan to set up this line of business under a separate operating unit so as to not overly burden the resources of CUI.  We will be delivering product during the first quarter of 2010.  Needless to say, this technology might well be the most valuable single product line in our portfolio moving through 2010 and 2011.

In sum, with a significant total addressable market for our proprietary products and emerging technologies and continuing our emphasis on an aggressive acquisition strategy, Waytronx’s future looks bright.   As always, we recognize our shareholders for their continued support and we look forward to sharing our success with each of you.

Kind regards,

William Clough

William Clough
CEO & President