EX-99.02 3 ex9902form8k051806.htm LETTER OF MAY 23, 2006, TO SHAREHOLDERS
May 23, 2006

Dear Valued Shareholder:

It is hard to believe how far Aradyme has come in the last two years. Back then,
we were an early-stage development company focused on transforming our
innovative next-generation database technology into products and services,
primarily by developing custom, proprietary application solutions for small and
medium-sized businesses. Since that time, we have dramatically evolved our
business model to capitalize on our technology more quickly, and we are now
providing enterprise data management products and services into the $95 billion
a year data migration/conversion market (Standish Group) and the $13.6 billion
data integration solutions market (IDC). With this change in our business model
we saw a shorter path to increased revenues and profitability than by pursuing
our application development business alone.

This strategy has proven to be effective, as in fiscal 2005, we were able to
grow our revenue to $1.1 million, compared to revenue of $57.5 thousand in
fiscal 2004. We were also able to reach or surpass several milestones,
including:

• securing relationships with six strategic allies;
• broadening our customer base;
• beginning to generate revenues;
• building and expanding our infrastructure;
• refining our solutions, services, methodologies and processes to support
  larger-scale and more profitable data management projects; and
• establishing a reputation in the marketplace for successfully delivering
  solutions.

As a result of laying this foundation and what we were able to accomplish in
fiscal 2005, we have been invited to participate in a number of opportunities
that we believe will help us capture revenue, increase our profit margins, and
assist in our push to corporate profitability.

Before I update you on the operations, advancements and the future focus of the
company, I want to address some of the questions we have had from shareholders
about the recent decline in our stock price and the financial resources we have
in place to fund our operations moving forward. Although we do not have direct
control over the perceived value of a share of our stock, we certainly do have
the ability to use whatever resources are available to capitalize on
opportunities in the markets we serve. Because of loyal investors and
shareholders who have caught the vision of our opportunities and direction, we
have been able to step forward with funding the company on an "as needed" basis,
but have never had the luxury of plentiful and excess cash resources.

We feel that a number of factors have had a tremendous suppressing effect on our
stock price. Some of these include our lean balance sheet and cash resources,
contractual obligations that have barred us from talking publicly about the
status of our projects, and longer-than-expected sales cycles to close and
announce the significant new relationships and projects we have been working.
Also, we feel that there have been shareholders who have not caught the vision
for the company and/or don't recognize our opportunities and have opted to sell
some or all of their Aradyme stock. We are convinced that the real value of
owning stock in the company will become evident as many of our efforts continue
to mature over the next few quarters. We are looking forward to: 1) announcing
some of the activities in which we have been engaged and the resulting revenue;
2) introducing new strategic allies; and 3) propelling the continued growth of
the company.

As for our financial resources, in April 2006 we revised and restated the terms
of the investment agreement signed with Eagle Rock Capital, LLC, in December
2005. To our company's benefit, we were able to negotiate an accelerated payment
schedule of the installments while maintaining the majority of the original
terms of the agreement, including the original purchase price and warrant
coverage. In exchange, an adjustment was made in the exercise price and term of
the associated warrants. The new exercise price of the associated warrants is
now $0.40 with a one-year extension to the term and a minimum of a one-year
holding period. We feel that the accelerated timetable will reduce the amount of
additional funding that will be necessary to reach our goal of profitability.

In this difficult and challenging time, we appreciate the patience and support
of our very loyal shareholder base. We are on the verge of implementing a
comprehensive communications campaign to shareholders, investors,



broker/dealers, market makers and the key fund managers in the financial
markets. We are confident that, given our push to profitability, now is the
right time to be getting the message out about our company to the financial
markets as we continue to execute our business plan. With the experience we have
behind us, the successes we envision ahead of us, the proprietary technology we
own and the reputation we have built, we are now in a position to more
effectively present the value of being a shareholder in and customer of Aradyme.

We are in the process of emerging from our development stage and still have a
ways to go to accomplish our major goals and objectives, but I am proud of what
we have been able to accomplish to-date, and am grateful for all of the support
and commitment that our shareholders, employees, customers and strategic allies
have shown as we continue to advance our business.

Now, allow me to continue with a summary of the highlights of operations,
advancements in our technology and the future focus of the company:

Factors Affecting Our Recent Results of Operation
We acknowledge that our financial results for the past few quarters have not
been as positive as we had expected. This can be attributed to several factors,
including delays on state projects from the states themselves and from various
application providers. During the second half of 2005, many of the states with
whom we were working delayed their projects for a number of reasons, including:
1) to allow for the completion of the final applications that the data we
migrate/convert operates in; 2) because of the cyclical nature of the voting
season (i.e. November elections); and 3) for the holiday season.

Delays and project scope changes from these application providers can be traced
to the fact that, until a few years ago, there was no pre-existing category for
state voter registration software. So many new application vendors in the voter
registration space have struggled to complete their applications to the final
customer's satisfaction within the original time allotted. Some of the delays
and requested changes have been severe enough for several of the states to
prematurely terminate their prime contract, which in turn prevented us from
completing the full terms of the subcontracts. However, we continue to remain in
good standing with both the states and the original application vendors on these
projects, and have already signed a new subcontract with one of the replacement
application providers. We also continue to be invited to investigate new
opportunities with both the prime vendors and states. Because of these factors,
some of the revenue that we initially expected to recognize in Q4 2005 through
Q2 2006, and the additional revenue anticipated from the changes in our project
scope due to the overall project modifications, is now expected to be recognized
in future quarters.

Lessons Learned During Fiscal 2005
In 2005 our technology was put to the fiery test of supporting large-scale,
complex data migration/conversion projects and passed with flying colors,
proving both its value and resilience. We have now successfully been able to
extract, transform and load data from over 3,000 disparate systems. As a result
of proving ourselves in this turbulent testing ground, we have developed a
strong reputation in the industry for successfully handling large-scale and
complex migrations/conversions. We have been able to secure relationships with
several large systems integrators and government entities in a relatively short
period of time, and have been able to begin generating revenues sooner than we
would have otherwise. These projects have also allowed us to develop the
building blocks necessary to advance our products and solutions into additional
markets.

Although we have not yet realized all of the revenue we would like to have
captured by now, these projects have provided us with valuable insights about
our business, the marketplace and the nuances of servicing state government
contracts. For example, the experiences we have had in billing and collecting on
government-funded projects have generally been very positive. On the other hand,
we have also had some not-so-positive lessons that have taught us to be very
selective about the types of companies and government organizations with which
we do business. We've also learned that some types of projects are not
well-suited for our business based on the level of solution maturity being
provided by the prime application vendors. While these lessons had their
associated costs, we are committed to continuing to build on the experience from
these lessons to make our business stronger and avoid similar issues in the
future.

These projects have also helped us to see just how much our employees believe in
and are committed to our company by the passion they continue to show despite
long hours and/or demanding workloads. We have had unusually low employee
turnover, and our employees have continually risen to these challenges and
proven themselves to be resourceful problem solvers.

Recent Advancements in Our Operations

Successful Project Completions and Our Work with Application Providers - We have
recently been focusing on completing and expanding our existing contracts and
working with new application providers. To date, we have successfully completed
voter registration migration/conversion projects in three states: Idaho,
Missouri, and Utah. We have been able to continually recognize revenue from
milestone payments throughout the lives of these projects. We have also been
able to demonstrate the value, capabilities and the flexibility that our
technology has to offer in complex data migration/conversion environments. This
includes projects involving migrating and consolidating data from thousands of
source database systems down to one destination system. We therefore expect that
as we continue to successfully complete and announce additional projects, we
will have the opportunity to bid on and capture additional large-scale data
migration/conversion projects.

New Strategic Allies and Major Sales Win - We recently teamed with Syscon Justice
Systems, LTD, the worldwide leader in innovative offender and case management
software design and delivery, to begin offering a combined offender management
information solution to state corrections agencies. In conjunction with this
agreement, we secured a subcontract with Syscon to provide data
migration/conversion services to the Nevada Department of Corrections (NDOC). We
are excited about this opportunity because we believe it will enable us to
continue to showcase the versatility and flexibility of our products and
services.

We have also participated in many discussions and technology presentations with
a number of recognizable, large-scale vendors and potential strategic allies and
their customers. They have expressed great interest in teaming with us to
deliver an overall superior solution. We anticipate that these groups will play
an important role in both helping us achieve profitability and accomplishing our
short- and long-term business objectives. These opportunities are the result of
the groundwork we laid, the lessons we learned in 2005, and the reputation we
have established for successfully handling data.

Advancements in Our Technology and Quality Control Processes - Our business goals
continue to include the identification and pursuit of data migration/conversion
and data integration projects. We have continued to develop and advance our
technologies and processes in areas that will enable us to efficiently scale our
operations to support these projects, which has in turn expanded the base of our
intellectual property.

For example, in September 2005, we introduced a new data profiling technology
which we are now using to automate many of the manual processes involved in
assessing and understanding our customers' data (e.g. the content, level of
quality, and structure of their data). Data profiling is done prior to
commencing work on a data migration/conversion (or data integration project),
and allows us to focus on data quality and integrity throughout the duration of
the project. We have also made significant advancements and refinements to our
quality control processes, which has enabled us to deliver higher-quality and
more cost-effective solutions to our customers.

Nomination of New Board Member - Aradyme's board of directors recently nominated
Greg L. Popp to our Board of Directors. Greg has been tracking our progress over
the last two years. We believe his background and experience in corporate
operations, compliance, and in working with the capital markets will be
invaluable to us as we look to achieve our company's full potential. He is a
very impressive individual and I am anxious for all of our shareholders to meet
him at our upcoming annual shareholder meeting, which we plan to formally
announce sometime in the next several weeks. For additional information on
Greg's nomination, please visit the Aradyme web site at www.aradyme.com.

Our Focus Moving Forward
We have continued to prove and refine our business model during the course of
this past year, and are confident that the large-scale projects we have
completed will assist us in our sales efforts and our push to profitability.

As we continue to emerge from our development stage, we have adopted an internal
rally cry of "Push To Profitability" by focusing our activities on two
objectives: 1) developing repeatable, predictable, and sustainable revenues; and
2) protecting and enhancing our corporate assets.



Our initial strategy for developing repeatable, predictable and sustainable
revenues is to expand our customer base by continuing to leverage and expand our
base of strategic allies and by identifying and securing relationships with new
strategic allies. We are aggressively building these new alliances to include
independent software vendors (ISVs), application service providers (ASPs), large
hardware, software and systems integrators, services firms and others who need
our products and services to provide a complete solution to their customers or
who need to mitigate many of the risks and costs which are typically hard to
manage for their application installations.

We will continue to actively pursue a mix of sales opportunities that focuses on
shorter-term revenues, while also cultivating longer-term opportunities in both
the public and private sectors. We expect these revenue opportunities to mature
through the end of this fiscal year and continue into the next fiscal year.

To enhance the protection of our technologies, we are aggressively pursuing the
industry's new approach to patenting technology. We are now confident about our
ability to patent our corporate intellectual property assets without disclosing
the complete source code to our products. This approach will provide patent
protection for our current and future technologies while maintaining the
confidentiality of our trade secrets It is our belief that in doing so, we will
be able to safeguard the investments that our shareholders have made in our
company, help protect our company from future competitive threats, and provide
further industry validation of our technologies.

In closing, I am excited about the direction we are headed in 2006 and the many
opportunities that currently lie ahead for us. We invite you to watch for news
regarding our upcoming shareholder meeting and the continued progress of the
company. I would like to thank all of our shareholders, employees, customers and
allies again for their continued support and commitment. We appreciate the trust
and confidence you have shown in us, and we are working hard to earn it.

Sincerely,


James R. Spencer
Chairman of the Board and Chief Executive Officer
Aradyme Corporation
________________________________

         This letter contains statements about the future, sometimes referred to
as "forward-looking" statements. Forward-looking statements are typically
identified by the use of the words "believe," "may," "should," "expect,"
"anticipate," "estimate," "project," "propose," "plan," "intend" and similar
words and expressions. Aradyme intends that the forward-looking statements will
be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Statements that describe Aradyme's future
strategic plans, goals or objectives are also forward-looking statements.

         Although Aradyme has attempted to identify important factors that could
cause actual results to differ materially, there may be other factors that cause
the forward-looking statements not to come true as described in this letter.
These forward-looking statements are only predictions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially. While Aradyme believes that the
expectations reflected in the forward-looking statements are reasonable, it
cannot guarantee future results, levels of activity, performance or
achievements. The forward-looking information is based on present circumstances
and on Aradyme's predictions respecting events that have not occurred, that may
not occur, or that may occur with different consequences from those now assumed
or anticipated. For a discussion of additional contingencies and uncertainties
to which information respecting future events is subject, see Aradyme's Annual
Report on Form 10-KSB for the year ended September 30, 2005, and other SEC
reports.