AXTG Axis Technologies Group Inc (PK)

Axis Technologies Group, Inc. (PINKSHEETS: AXTG), a green technology designer, manufacturer and marketer of a proprietary line of energy-saving, daylight harvesting, electronic dimming ballasts for the commercial lighting industry, released a Letter to Shareholders today:

Dear fellow shareholders:

Axis management filed an 8-K on Friday which details the termination of a financing agreement entered into by Axis with DHAB, LLC which had the intent to obtain financing for working capital and paying off a Senior Secured Convertible Note with Gemini Strategies, LLC. The agreement set forth a deadline date for the financing of July 1, 2010. In connection with this agreement dated April 22, 2010, the Company and its wholly-owned subsidiary, Axis Technologies, Inc., had entered into an Amendment Agreement with Gemini Strategies, LLC and Gemini Master Fund, Ltd. which provided an extension of the maturity date of the outstanding Convertible Note to July 1, 2010.

Obviously, this deadline date was not met and has necessitated the Company to terminate the current agreement with DHAB, LLC. In the meantime, Gemini has notified the Company of a Disposition of Collateral to exercise their rights under the terms of the Senior Secured Convertible Note. However, the Company is in close contact with Gemini and is working in tandem with Gemini management to assist Axis in curing the default, including working with major shareholders of the Company and pursuing alternative financing. One of the terms of the original agreement with DHAB precluded the Company to "shop around" for other financing alternatives, however, the Company has already identified interested potential financing sources just in case the DHAB agreement did not result in a closing.

Management is confident that the Company can cure the default with Gemini in the near future and obtain the working capital to build the inventory necessary to fulfill orders already on backorder. We have not been idle during the past few months. Although working to complete the financing was a major investment in time and effort, the Company has continued to identify future potential business with both major distributors and end users. The major hurdle has been the need to pay off Gemini and having the working capital to capitalize on the business that we know is out there.

We know that Axis Technologies offers clients the least expensive, easiest to install daylight harvesting ballast available today. And the "lowest hanging fruit" for maximizing energy efficiency in building with windows and skylights is the retrofitting of already installed fluorescent lighting fixtures. Axis Technologies' addressable ballast will be the next generation product for companies and utilities that have a focus on managing peak load demand. But the lack of capital has delayed our market launch for a few months. We are excited about the prospects for this new technology and are confident that, once we complete a capital raise, shareholders will enjoy much more frequent news from their Company.

We understand shareholders' frustration and appreciate everyone's patience -- the same frustration and need for patience that management has had to endure recently. Although, upon initial inspection, this news of further delays in financing is not welcome, the next step in obtaining the necessary capital from other sources can now be taken. Again, we already are in discussions with those interested alternative sources and we remain open to a quick close with DHAB, LLC with different terms should they finally have the capital raised to move forward.

Signed,

Jim Erickson President of Axis Technologies, Inc.

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About Axis Technologies Group, Inc. (www.axistechnologyinc.com)

Axis Technologies Group, Inc., through its wholly owned subsidiary, Axis Technologies, Inc., designs, manufactures and markets a proprietary line of energy-saving and daylight harvesting electronic dimming ballasts for the commercial lighting industry. The patented Axis Dimming/Daylight Harvesting Ballast is a new technology that transforms the standard ballast into a dynamic energy-saving system that can reduce lighting energy costs by up to 70%. The company's target market is small to large commercial users of fluorescent lighting to include office buildings, wholesale and retail buildings, hospitals, schools, and government buildings. The Axis Ballast utilizes an individual photo sensor to automatically adjust the amount of electrical current flowing to the light fixture and then dims or increases lighting in conjunction with the amount of available sunlight. The Axis Ballast avoids "over-lit" conditions that increase energy costs by harvesting and utilizing free daylight from windows or skylights. As the amount of available daylight fluctuates, the Axis Ballast automatically keeps lighting "tuned" to the desired level in a designated area (www.axistechnologyinc.com/products.html). Underwriters Laboratories (UL) has approved Axis products for sale in both the United States and Canada. The Axis Dimming/Daylight Harvesting ballast is priced competitively and is the only daylight harvesting ballast system that can be marketed as a replacement for a standard ballast. Numerous utilities have included the Axis ballast in their rebate programs offered to their commercial and government customers.

Safe Harbor

Statements about the Company's future expectations and all other statements in this press release other than historical facts, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The above information contains information relating to the Company that is based on the beliefs of the Company and/or its management as well as assumptions made by and information currently available to the Company or its management. When used in this document, the words "anticipate," "estimate," "expect," "intend," "plans," "projects," and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic risks and uncertainties.

Contact: Investor and Media Relations for Axis Technologies 404-261-1196