SB-2/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A

Amendment No. 2 to Form SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INFRABLUE (US) INC.
(Name of small business issuer in its charter)

NEVADA	3577	Not Applicable
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification No.)
incorporation or organization)	Classification Code Number)

Suite 5.15, 130 Shaftesbury Avenue
London, England W1D 5EU
Tel: +44(0)20 7031 1189
Fax: +44(0)20 7031 1199
(Address and telephone number of principal executive offices)

Mr. Mitchell Johnson, President
Suite 5.15, 130 Shaftesbury Avenue
London, England W1D 5EU
Tel: +44(0)20 7031 1189
Fax: +44(0)20 7031 1199
(Name, address and telephone number of agent for service)

with a copy to:
Michael H. Taylor, Esq.
Lang Michener LLP
1500 Royal Centre, 1055 West Georgia Street
Vancouver, British Columbia V6E 4N7
Tel: 604-689-9111

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [  ]
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]
____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]
____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]
____________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Amount to be Registered(1),(2)	Proposed Maximum Offering Price Per Unit (3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Shares of Common Stock, par Value $0.001 per share	9,990,800 shares	$0.25 per share	$2,497,700	$267.25

(1) Consists of common stock to be offered by selling stockholders.
(2) In the event of a stock split, stock dividend or similar transaction involving the common shares of the Registrant in order to prevent dilution, the number of shares registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended.
(3) The proposed maximum offering price per share reflects the price at which the most recent unregistered sale of shares of the Registrant’s common stock was effected. The proposed maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED <>, 2006

PROSPECTUS

INFRABLUE (US) INC.

a Nevada Corporation

9,990,800 SHARES OF COMMON STOCK

This prospectus relates to the resale of up to 9,990,800 shares of common stock of InfraBlue (US) Inc. that may be offered and sold, from time to time, by the selling stockholders identified in this prospectus.

Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Accordingly, we have fixed the benchmark offering price by reference to our most recent private offering of our common stock, which was effected at $0.25 per share. The selling stockholders will sell their common stock at the price of $0.25 per share until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value.

We will not receive any proceeds from this offering.

The purchase of the securities offered through this Prospectus involves a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus entitled “Risk Factors” on pages 4 through 11 before buying any of our shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offence.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States. Accordingly, sales may not be completed in those states whose securities laws require registration or qualification and an exemption from such registration or qualification requirements is not available. We may however, if requested by a selling shareholder, register sales of shares in those states which permit registration by coordination which would involve the filing a copy of this prospectus with the applicable state securities administrator together with such other information as may be required by the state securities administrator.

The date of this prospectus is: <>, 2006

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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

			PAGE
SUMMARY			1
		Consolidated Balance Sheets	3
		Consolidated Statements of Operations	4
RISK FACTORS			4
	RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION		4
		We have a limited operating history, and our ability to commercially exploit the InfraBlue Technology is untested. Accordingly, we may never achieve profitability.	4
		We have a history of losses and negative cash flows, which are likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of sales.	5
		The report of our independent auditors on our consolidated financial statements includes an explanatory paragraph regarding concerns about our ability to continue as a going concern	5
		There is a high risk of our business failing because we are a start up company	5
		If we are unable to achieve commercial acceptance of our IRMA wireless devices, then we will not achieve significant revenues and we will not achieve profitability	5
		Our business will suffer significant harm if we are unsuccessful in establishing significant sales of our current product.	6
		Our marketing efforts with OEMs and distributors may not be successful and we may not be able to achieve the sales necessary to become profitable.	6
		If we do not obtain the additional financing that we require in order to execute our plan of operation, then our business will fail and you will lose your investment in our company.	6
		If our costs of operation are greater than we anticipate, then our financing requirements will increase and we will require greater additional financing than we anticipate.	6
		We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.	7
		Our products may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.	7
		Our IRMA digital presentation devices and related software may become redundant and no market for our products may develop	7
		We contract out our research and development activities and there can be no assurance that they will be available to us on a continued or timely basis	7
		We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly	8
		If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.	8
		Our business could be harmed if we lose the services of our sole director and officer.	8
		Our industry is highly regulated and changes in government regulation could result in our inability to commercialize our product in some or all of our target territories and could increase the costs to us of marketing and selling our products	9
		Some of our assets and our sole director and officer are located outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole director and officer.	9
		RISKS RELATING TO OUR COMMON STOCK	9
		We have not paid any dividends, and do not foresee paying dividends in the future.	9
		There is no active trading market for our common stock, and if a market for our common stock does not develop, our investors will be unable to sell their shares.	9

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	Our stock price may decline significantly upon the occurrence of events that are risks to our business and our plan of operations.	10
	Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.	10
	As we do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States, the selling shareholders may not be able to sell shares in those states that require registration or qualification unless an exemption from such registration or qualification requirements is available or we register such sales by coordination with the applicable state securities administrator.	11
FORWARD-LOOKING STATEMENTS		11
USE OF PROCEEDS		11
DETERMINATION OF OFFERING PRICE		12
DILUTION		12
SELLING STOCKHOLDERS		12
PLAN OF DISTRIBUTION		16
	Timing of Sales	16
	No Known Agreements to Resell the Shares	16
	Offering Price	17
	Manner of Sale	17
	Sales Pursuant to Rule 144	18
	Regulation M	18
	Penny Stock Rules	18
	State Securities Laws	19
	Expenses of Registration	19
LEGAL PROCEEDINGS		19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		20
	Term of Office	20
	Significant Employees	20
	Committees of the Board Of Directors	20
	Family Relationships	20
	Involvement in Certain Legal Proceedings	21
	Promoters	21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		21
	Changes in Control	22
DESCRIPTION OF SECURITIES		22
	General	22
	Common Stock	22
	Preferred Stock	23
	Dividend Policy	24
	Warrants	24
	Options	24
	Convertible Securities	24

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LEGAL MATTERS		24
EXPERTS		24
INTERESTS OF NAMED EXPERTS AND COUNSEL		24
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES		25
ORGANIZATION WITHIN LAST FIVE YEARS		25
DESCRIPTION OF BUSINESS		26
	CORPORATE ORGANIZATION	26
	OVERVIEW	26
	CORPORATE ORGANIZATION OF INFRABLUE	27
	THE INFRABLUE TECHNOLOGY	29
	MARKET FOR THE INFRABLUE TECHNOLOGY	32
	COMPETITION	34
	RESEARCH AND DEVELOPMENT EXPENDITURES	36
	INTELLECTUAL PROPERTY	36
	COMPLIANCE WITH GOVERNMENT REGULATION	37
	EMPLOYEES	37
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		37
	PLAN OF OPERATIONS	37
	PRESENTATION OF FINANCIAL INFORMATION	39
	CRITICAL ACCOUNTING POLICIES	39
	RESULTS OF OPERATIONS	40
	LIQUIDITY AND CAPITAL RESOURCES	43
	Cash from Financing Activities	43
	Going Concern	43
	Future Financings	44
	Off-Balance Sheet Arrangements	44
REPORTS TO SECURITY HOLDERS		44
DESCRIPTION OF PROPERTIES		44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		44
	Rebecca Poncini	45
	Mitchell Johnson	45
	PublicLock Inc	45
	Outlander Management	46
	Azuracle Ltd.	46
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		47
	No Public Market for Common Stock	47
	Holders of Our Common Stock	47
	Rule 144 Shares	47
	Registration Rights	47
	Options, Warrants and Other Convertible Securities	47
	Dividends	47
EXECUTIVE COMPENSATION		48
	SUMMARY COMPENSATION TABLE	48
	EMPLOYMENT AGREEMENTS	48
	COMPENSATION OF DIRECTORS	48
	STOCK OPTION GRANTS	49

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	EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES	49
	OUTSTANDING STOCK OPTIONS	49
FINANCIAL STATEMENTS		50
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS		52
WHERE YOU CAN FIND MORE INFORMATION		52
DEALER PROSPECTUS DELIVERY OBLIGATION		52
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		53
	ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS	53
	Nevada Revised Statutes	53
	Our Articles of Incorporation	54
	Our By-laws	54
	Opinion of the Securities and Exchange Commission	55
	ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	55
	ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES	56
	ITEM 27. EXHIBITS.	58
	ITEM 28. UNDERTAKINGS	60
SIGNATURES		62

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SUMMARY

The following summary provides an overview of the key aspects of the offering. This summary does not include all of the detailed information in the prospectus. You should read the entire prospectus before making an investment decision to purchase our common stock. All dollar amounts refer to US dollars unless otherwise indicated.

Our Business

We are engaged in the business of commercializing proprietary technology that we refer to as the InfraBlue Technology. The InfraBlue Technology is comprised of a suite of software programs and a computer peripheral device known as the IRMA device. IRMA stands for “intelligent remote mobile accessory”. The development of this technology has been completed and we are presently marketing the IRMA device with the objective of achieving commercial levels of sales. We operate a website which can be accessed through the Internet at www.InfraBlue.co.uk. While we have commenced initial sales of the IRMA device, we have not achieved significant sales of our product to date. A total of 65 IRMA devices were sold between August 1, 2005 and November 30, 2005. We have recorded revenues of £13,222 (unaudited, $23,493 based on an average exchange rate of $1.7786: £1.0000 from August 1, 2005 to November 30, 2005) during this period that are attributable to sales of the 65 IRMA devices.

Our IRMA devices are small hand-held digital presentation devices that enable users to make PowerPoint presentations wirelessly, directly from the user’s personal digital assistant (“PDA”) or mobile “smartphone”, without the use of a laptop or desk-top computer. Each IRMA device is sold with our proprietary InfraBlue software that enables the conversion and compression of Microsoft PowerPoint slides to Windows graphical formats and transfers them to the user’s handheld PDA or smartphone. The PDA or smartphone then connects wirelessly with the IRMA device, which is linked to a data projector by a regular VGA (video graphics array) cable. The wireless communication is completed using either the Bluetooth protocol or infrared technology. The primary target market for our IRMA device is the mobile professional who could benefit from highly portable presentation materials, without the need to carry a laptop computer.

We were incorporated on April 5, 2005 under the laws of the State of Nevada as Tomi Holdings Inc. We acquired InfraBlue Ltd. (“InfraBlue UK”) on August 31, 2005 for consideration consisting of 12,000,000 shares of our common stock. These shares were issued to the former shareholders of InfraBlue UK in exchange for their shares of InfraBlue UK as follows:

• Mr. Mitchell Johnson, our sole officer and director, was issued 1,416,867 shares;
• PublicLock Inc., one of our major shareholders, was issued 10,004,820 shares , and
• Outlander Management, one of our promoters, was issued 578,313 shares.

InfraBlue UK is a company incorporated under the laws of the United Kingdom on February 18, 2004. InfraBlue UK has been engaged in start-up operations relating to the initial commercialization of the IRMA device since its incorporation. We changed our name to “InfraBlue (US) Inc.” on October 20, 2005 to reflect our acquisition of InfraBlue UK. We are presently engaged in efforts to commercialize the IRMA products and technology through our subsidiary InfraBlue UK.

InfraBlue UK originally acquired a license to commercially exploit the InfraBlue Technology pursuant to an agency agreement dated March 30, 2004. We subsequently acquired the InfraBlue Technology from PublicLock Inc. (“PublicLock”) in November 2005 for consideration consisting of 10,000,000 shares of our common stock. The agency agreement pursuant to which InfraBlue UK originally held its rights to commercially exploit the IRMA device was terminated concurrently with our acquisition of the InfraBlue Technology.

Our plan of operation is to exploit the InfraBlue Technology in its current form and to develop a market for the IRMA devices and the related InfraBlue software. We anticipate carrying out ongoing product development in order to maintain the compatibility of our IRMA devices with upgraded software as we

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seek to establish a competitive position in the mobile computer peripheral device and data projector markets.

We have achieved only minimal revenues from sales of our IRMA products to date. Accordingly, we are presently a development stage company. We have limited funds with which to pursue our plan of operations to commercialize our IRMA products and technology. We completed private placement financings as part of our corporate reorganization and as a condition of our acquisition of InfraBlue UK. While we plan to apply the proceeds of these private placements towards the commercialization of our IRMA products and technology, we anticipate that we will require additional funding in order to achieve significant sales of IRMA products and technology. We have no arrangements for any additional financing and there is no assurance that any additional financing will be obtained.

Our principal executive office is located at Suite 5.15, 130 Shaftesbury Avenue, London, England W1D 5EU. Our telephone number is +44(0)20 7031 1189 and our fax number is +44(0)20 7031 1199. We have one employee, namely Mr. Mitchell Johnson, who is our sole director and executive officer.

The Offering

The Issuer:	InfraBlue (US) Inc., a Nevada corporation
The Selling Stockholders:	The selling stockholders consist of some of our existing stockholders who are identified in this prospectus.
Securities Offered by the Selling Stockholders:	The selling stockholders are offering up to 9,990,800 shares of our common stock, par value $0.001 per share. Included in these shares are 5,565,800 shares that were purchased from us in two separate private placement transactions that completed in May 2005 and August 2005, and a debt conversion transaction that completed in November 2005. The balance of 4,425,000 shares were originally part of the 10,004,820 shares of common stock that we issued to PublicLock Inc. in exchange for all of PublicLock’s shares in InfraBlue Ltd. (“InfraBlue UK”), in connection with our acquisition of InfraBlue UK on August 31, 2005. PublicLock Inc. transferred the 4,425,000 shares to four of the selling stockholders pursuant to unregistered private transactions in December 2005 that were completed pursuant to Rule 903 of Regulation S. These transactions are described in this prospectus under “Selling Stockholders.”
Offering Price	The selling stockholders will sell the common stock at a price of $0.25 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors.
Terms of the Offering	The selling stockholders will determine when and how they will sell the common stock offered in this prospectus. We will cover the expenses associated with the offering which we estimate to be approximately $40,000. Refer to “Plan of Distribution”.
Termination of the Offering	The offering will conclude when all of the 9,990,800 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.

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Use of Proceeds:	We will not receive any proceeds from this offering. We will incur all costs associated with the filing of this registration statement and prospectus.
No Present Public Market for Our Common Stock:	Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market.
Outstanding Shares of Common Stock:	There were 28,065,800 shares of our common stock issued and outstanding as at March 10, 2006.
Risk Factors:	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our common shares.
State Securities Laws:	We do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States. Accordingly, sales may not be completed in those states whose securities laws require registration or qualification and an exemption from such registration or qualification requirements is not available. We may however, if requested by a selling shareholder, register sales of shares in those states which permit registration by coordination which would involve the filing a copy of this prospectus with the applicable state securities administrator together with such other information as may be required by the state securities administrator.

Summary of Financial Data

The summarized consolidated financial data presented below is derived from and should be read in conjunction with (i) our audited consolidated financial statements for the year ended September 30, 2005, (ii) the audited pre-acquisition financial statements of InfraBlue UK, our wholly owned subsidiary, for the year ended September 30, 2004 and (iii) our unaudited consolidated interim financial statements for the three months ended December 31, 2005, including the notes to those financial statements. The financial statements are included elsewhere in this prospectus. Effective August 31, 2005, we acquired 100% of the issued and outstanding shares of InfraBlue UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of InfraBlue UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of InfraBlue UK owning the majority of our issued and outstanding shares. Because Tomi Holdings Inc. (now InfraBlue (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by InfraBlue UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of InfraBlue (US) Inc. are included in our consolidated financial statements effective August 31, 2005. Our date of inception is the date of inception of InfraBlue UK, being February 18, 2004, and our financial statements are presented with reference to the date of inception of InfraBlue UK. Financial information relating to periods prior to August 31, 2005 is that of InfraBlue UK. The summarized consolidated financial data should also be read in conjunction with the section entitled "Plan of Operations" beginning on page 37 of this prospectus. All figures are in U.S. funds.

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Consolidated Balance Sheets

December 31,	September 30,	September 30,
2005	2005	2004
(Unaudited)	(Audited)	(Audited)

Cash	$70,665	$122,913	$Nil
Accounts Receivable	$13,058	$11,259	$4,292
Total Assets	$97,818	$141,277	$5,946
Total Liabilities	($135,302)	($179,538)(1)	($62,936)
Total Stockholders’ Equity (Deficit)	($37,484)	($38,261)	($56,990)

(1) Liabilities outstanding in the amount of $90,000 were converted into an aggregate of 360,000 shares of our common stock on November 30, 2005.

Consolidated Statements of Operations

	Three Months Ended December 31, 2005	Year Ended September 30, 2005	From inception (February 18, 2004) to September 30, 2004	Cumulative from inception (February 18, 2004) to December 31, 2005
	(Unaudited)	(Audited)	(Audited)	(Unaudited)
Revenue	$14,583	$31,958	$Nil	$46,541
Cost of Sales	($11,139)	($23,690)	$Nil	($34,829)
Gross Profit	$3,444	$8,268	$Nil	$11,712
General and Administrative Expenses	($93,413)	($182,162)	($72,327)	($347,902)
Loss for the Period	($347,862)	($174,796)	($72,327)	($594,985)

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION

We have a limited operating history, and our ability to commercially exploit the InfraBlue Technology is untested. Accordingly, we may never achieve profitability.

InfraBlue UK was incorporated in England on February 18, 2004. InfraBlue UK acquired a license to exploit the InfraBlue Technology, including the IRMA device, in 2004. We acquired InfraBlue UK in August 2005 and acquired the intellectual property underlying the InfraBlue Technology in November 2005. Our operating history is limited and has to date been involved primarily in organisational and development activities, completing the development of the IRMA device and the InfraBlue Technology, initial marketing efforts, and securing initial sales. We only earned revenues of £13,222 (unaudited, $23,493 based on an average exchange rate of $1.7786: £1.0000 from August 1, 2005 to November 30, 2005) during the period from August 1, 2005 to November 1, 2005 from sales of 65 IRMA devices. We achieved revenues of $14,583 for the three months ended December 31, 2005. Accordingly, we have not

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achieved significant revenues from sales of our IRMA devices to date. As a result, our ability to achieve revenues from the commercial exploitation of our InfraBlue Technology is untested and we may never achieve profitability.

We have a history of losses and negative cash flows, which are likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of sales.

Since inception through December 31, 2005, we have incurred aggregate losses of $594,985 (including a loss for the year ended September 30, 2005 of $174,796 and a loss for the three months ended December 31, 2005 of $347,862) and as at December 31, 2005 we had a working capital deficiency of $39,670. For the fiscal year ended September 30, 2004, InfraBlue UK had a loss from operations of $72,327. There is no assurance that we will operate profitably or will generate positive cash flow in the future. Our ability to achieve profitability and to generate positive cash flow will be contingent upon our ability to achieve significant sales. We will not be able to achieve significant sales if our products are not accepted by potential customers in the market place, potential customers order fewer devices than anticipate or potential customers purchase competing products or technology solutions. Further, our ability to operate profitability and to generate positive cash flows will be contingent upon our ability to control our operating costs. We expect an increase in development and operating costs as we carry out our plan of operations. Consequently, we expect to incur operating losses and net cash outflow unless and until the IRMA product, and/or any new products that we may develop, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, of which there is no assurance.

The report of our independent auditors on our consolidated financial statements includes an explanatory paragraph regarding concerns about our ability to continue as a going concern.

In their report on our consolidated annual financial statements for the year ended September 30, 2005, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. This was due to the uncertainty of our ability at the time to meet our current operating and capital expenses. If we are unable to continue as a going concern, then you will lose your investment in our company.

There is a high risk of our business failing because we are a start up company.

Our plan of operations is focused on commercialization of the InfraBlue Technology, and our future profitability will depend on our ability to successfully manufacture, market and sell our IRMA devices. There is no assurance that we will be able to successfully develop sales of the products. As a start-up company focused on new technologies with no proven market acceptance, we have no way of evaluating whether we will be able to operate our business successfully, and there is no assurance that we will be able to achieve profitable operations.

Potential investors should be aware of the difficulties normally encountered in developing and commercializing new wireless products and the high rate of failure of such enterprises. Risks that could cause our business to fail that are attributable to our being a start up enterprise include: (i) our inability to manufacture our products at a competitive price; (ii) our inability to generate demand in the potential marketplace for our products; (iii) our inability to successfully market our products to our potential customers; (iv) our operating costs exceeding the revenues that we generate from sales of our products; and (v) our inability to obtain additional financing to enable us to continue our plan of operations. The occurrence of any of these risks, either individually or cumulatively, could result in the failure of our business.

If we are unable to achieve commercial acceptance of our IRMA wireless devices, then we will not achieve significant revenues and we will not achieve profitability.

We have only achieved very limited sales of our IRMA devices to date. Accordingly, we have yet to achieve broad commercial acceptance of our IRMA devices. Our ability to earn significant revenues will

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be subject to market acceptance of our IRMA devices, particularly among mobile professionals. If we are unable to achieve commercial acceptance, then we will not be able to earn significant revenues or achieve profitability.

Our business will suffer significant harm if we are unsuccessful in establishing significant sales of our current product.

We expect that a substantial portion, if not all, of our future revenue will be derived from sales of our IRMA devices. We expect that this product offering and its extensions and derivatives will account for a majority, if not all, of our revenue, for the foreseeable future. The successful introduction and broad market acceptance of the InfraBlue Technology products - as well as the development, introduction and market acceptance of any future enhancements - are, therefore, critical to our future success and our ability to generate revenues. Unfortunately, there can be no assurance that we will be successful in marketing our current product, or any new product offerings, applications or enhancements. Failure to achieve broad market acceptance of our products, as a result of competition, technological change, or otherwise, would significantly harm our business.

Our marketing efforts with OEMs and distributors may not be successful and we may not be able to achieve the sales necessary to become profitable.

In order for us to become profitable we will need to generate significant sales revenue from our IRMA devices. To achieve this, we plan to contract with original equipment manufacturers (“OEMs”) and distributors through whom our IRMA devices will be sold. If we are unsuccessful in our marketing efforts to contract with OEMs and distributors, we will not be able to achieve the sales revenues necessary for our business to become profitable. We cannot guarantee that we will be able to obtain these necessary sales and distribution relationships.

If we do not obtain the additional financing that we require in order to execute our plan of operation, then our business will fail and you will lose your investment in our company.

We believe that we have sufficient working capital to cover our needs for the next five months, assuming our current level of activity does not change. However, our plan of operation to commercialize the InfraBlue Technology contemplates a significant increase in marketing activities and increased expenditures on product over the next twelve months, with anticipated expenditures in excess of $198,000. If we are not able to arrange for additional financing to cover these anticipated expenses, we will not be able to execute our plan of operation, and investors may lose a substantial portion or all of their investment. In addition, there is no assurance that our actual cash requirements will not exceed our estimates. There can be no assurance that such additional financing, when necessary, will be available to us on acceptable terms, or at all. In addition, if we raise additional funds by issuing equity securities, our existing stockholders will experience dilution.

If our costs of operation are greater than we anticipate, then our financing requirements will increase and we will require greater additional financing than we anticipate.

We may find that the costs of manufacturing our product are greater than we anticipate, requiring us to seek unexpected additional financing. Our current supplier, Flander Oy, has sufficient inventory to meet our anticipated sales demand over the next six to eight months, assuming that we do not experience a surge in demand for our IRMA devices. Once Flander Oy’s existing inventory is depleted, we will need to purchase a large number of devices at one time, due to minimum manufacturing run quantities. This will require us to incur a minimum manufacturing expense of at least 19,600 euros ($23,716 based on an exchange rate of 1.21 euros per $1.00 US as of January 30, 2006 ) in order for us to manufacture new devices that will enable us to continue sales of our products. If the costs currently projected for inventory purchase increase, or if the required minimum purchase increases, we may require greater amounts of additional financing than we currently anticipate requiring. Such financing when required may not be available to us on acceptable terms or at all. If our supplier or we do not maintain an adequate supply of

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inventory to enable us to fill customer orders in a timely manner, our ability to carry out our plan of operation and capture market share will be seriously compromised.

We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

The business environment in which we operate is highly competitive and subject to rapid change. Many of our competitors have greater resources than we do. The InfraBlue Technology involves solutions to allow mobile professionals to make presentations using our software and proprietary device together with the presenter’s PDA or smartphone. We expect to experience competition from companies involved in high technology, and some of our potential competitors may have greater technical, financial, marketing, sales and other resources than we do. We cannot guarantee that our engineering resources will be sufficient to develop our products fast enough to satisfy market requirements. We anticipate that larger, better-financed companies will develop products similar to and potentially superior to our products. Such competition may reduce our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern.

Our products may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favourably received.

Our IRMA devices contain component hardware that may become inadequate or may be discontinued, more expensive, less available and less reliable. To be successful we must work closely with our component suppliers to ensure that the component products on which we rely not become outdated or obsolete. Our failure to do so may result in faulty or obsolete stock which is no longer commercially viable.

The IRMA devices are designed to support third party hardware and software, and are therefore subject to technology changes and developments that are outside our control. If we are unsuccessful in responding to such changes and developments, the competitiveness of our products will be hurt.

Our IRMA digital presentation devices and related software may become redundant and no market for our products may develop.

Our technology solution involves the use of our IRMA digital presentation device and related software along with a PDA or smartphone and a projector or computer display to make presentations wirelessly. If wireless presentation technology develops a simpler solution involving only a projector or computer display and a PDA or smartphone without the need for an intermediary device, our IRMA devices may become redundant. If this should occur, there will be no market for our IRMA digital presentation devices and related software and we may not be able to achieve any significant revenues.

We contract out our research and development activities and there can be no assurance that they will be available to us on a continued or timely basis.

Flander Oy of Finland has carried out all development of our products to date and we intend to continue using the services of Flander Oy to carry out future product development. There can be no assurance that Flander Oy will be able to carry out such work when we require it. If Flander Oy is unable to carry out our work in a timely manner we will either be forced to find another contractor to provide development

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services, which may be very difficult to do, or run the risk of not responding to market demands for improvements. This could harm our customer relationships and negatively affect our operating results.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends to a significant degree on our proprietary InfraBlue Technology. We have not yet taken any effective action to protect any such proprietary technology and proprietary computer software. If any of our competitors copies or otherwise gains access to such proprietary technology or software or develops similar technologies independently, our competitive position will be damaged.

While we have suspended attempts to patent our software in Europe due to patent office rules, we are continuing an application for a patent in Canada with international publication number WO 02/075590 A1. Failure to achieve protection of our intellectual property may result in a loss of such property. These and any other measures that we may take to protect our intellectual property rights, which presently are based upon a combination of copyright and trade secret laws, may not be adequate to prevent their unauthorised use.

We also consider trademarks invaluable to our ability to continue to develop and maintain the goodwill and recognition that we anticipate will come to be associated with our brand. We recently learned that our company's trademark application for "InfraBlue" was rejected. We may need to spend significant time and financial investment to secure the protection of the trademarks that we see as valuable to our success. This will create demands on our resources, with the result of increased operating expenses without any assurance of successfully achieving trademark protection.

The laws of foreign countries may provide inadequate protection of our intellectual property rights. We may need to bring legal claims to enforce or protect our intellectual property rights. Any litigation, whether successful or unsuccessful, will result in substantial costs and diversions of resources.

In addition, notwithstanding any rights we may secure in our intellectual property, other persons may bring actions against us claiming that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, may be time-consuming and costly to defend or litigate, may divert our attention and resources, may result in the loss of goodwill associated with our trademarks or may require us to make changes to our technologies.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization of our IRMA devices and our InfraBlue Technology, we expect to experience growth in the scope and complexity of our business. This growth is likely to place a strain on our management and operational resources. We will need to add staff to market our services, manage operations, handle sales and marketing efforts, and perform financial and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could result in our inability to effectively carry our plan of operations and achieve significant revenues.

Our business could be harmed if we lose the services of our sole director and officer.

The loss of the services of our sole director and officer, Mitchell Johnson, could have a serious effect on our ability to execute our business plan and succeed in commercializing the InfraBlue Technology. If we

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should lose the services of Mitchell Johnson, this could harm our chances of achieving profitability. We do not maintain any ‘key man’ insurance on Mitchell Johnson.

Our industry is highly regulated and changes in government regulation could result in our inability to commercialize our product in some or all of our target territories and could increase the costs to us of marketing and selling our products.

Our industry is highly regulated, and both we and our future customers and clients may be affected by changes in regulation of electrical wireless devices. Changing governmental regulations may impose new and different requirements with which our products must comply. We have no control over regulations and regulatory change and cannot guarantee that our products will meet the minimum standards as set out by applicable future regulation. Establishing compliance can be costly and time-consuming and our failure to do so could result in our inability to commercialize our product in some or all of our target territories and could increase the costs to us of marketing and selling our products.

Some of our assets and our sole director and officer are located outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole director and officer.

Except for the majority of our cash, substantially all of other our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, our sole director and officer is a national and resident of the United Kingdom, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against our director and officer.

RISKS RELATING TO OUR COMMON STOCK

We have not paid any dividends, and do not foresee paying dividends in the future.

Payment of dividends on the common stock is within the discretion of our board of directors and will depend upon our future earnings, our capital requirements, financial condition and other relevant factors. We have no plans to declare any dividends in the foreseeable future.

There is no active trading market for our common stock, and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, subject to the effectiveness of the registration statement of which this prospectus forms a part and also subject to the registration of our common stock under section 12(g) of the Securities Exchange Act of 1934, as amended.

In addition, a market maker will be required to file a Form 15c-211 with the National Association of Securities Dealers Inc. before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention.

We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment.

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Our stock price may decline significantly upon the occurrence of events that are risks to our business and our plan of operations.

If a public market develops for our common stock, the market price of our shares is likely to be highly volatile. The market price of our common stock may decline as a result of the occurrence of any of the following events :

• technological innovations made or new products and services offered by our competitors;

• departures of our key personnel;

• sales of our common stock by us or by our current shareholders;

• our inability to integrate operations, technology, products and services;

• our inability to execute our plan of operations;

• our operating results being below expectations;

• our loss of any strategic relationship;

• industry developments that make our products redundant or reduce demand for our products;

• economic or other external factors that may reduce demand for our products; and

• our continuing to report operating losses.

Because we have a limited operating history with minimal revenues to date, our stock price may decline significantly as a result of any of the above listed factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities will be subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stock” because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such

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as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

As we do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States, the selling shareholders may not be able to sell shares in those states that require registration or qualification unless an exemption from such registration or qualification requirements is available or we register such sales by coordination with the applicable state securities administrator.

We do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States. Accordingly, sales may not be completed in those states whose securities laws require registration or qualification and an exemption from such registration or qualification requirements is not available. We may however, if requested by a selling shareholder, register sales of shares in those states which permit registration by coordination which would involve the filing a copy of this prospectus with the applicable state securities administrator together with such other information as may be required by the state securities administrator. If registration or qualification is required in a state where there is no available exemption from such registration or qualification requirements and we are not able to register sales by coordination, then the selling shareholders will not be able to sell their shares to investors in the state.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, unanticipated technological developments and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

The safe harbour for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the selling stockholders. All proceeds from the sale of the shares will be for the account of

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the selling stockholders, as described below in the sections of this prospectus entitled “Selling Stockholders” and “Plan of Distribution.” We will however incur all costs associated with this registration statement and prospectus.

DETERMINATION OF OFFERING PRICE

As there is no public market for our common stock, we fixed the benchmark offering by reference to our most recent private offering of our common stock, which was effected at $0.25 per share. The selling stockholders will sell their common stock at the price of $0.25 per share, until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value.

We have not applied for listing or quotation on any public market. If our common stock becomes publicly traded and a market for the stock develops, the actual offering price of the shares that are the subject of this prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders named in this prospectus.

DILUTION

The common stock to be sold by the selling stockholders is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering all of the 9,990,800 shares of common stock offered through this prospectus. The selling stockholders acquired these shares of common stock from us in the following transactions:

1.	certain selling stockholders acquired 4,500,000 shares of our common stock from us at a price of $0.01 per share in a private placement offering that was completed without registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with Rule 903 of Regulation S of the Securities Act on May 31, 2005;
2.	certain selling stockholders acquired 705,800 shares of our common stock from us at a price of $0.05 per share in a private placement offering that was completed without registration under the Securities Act in accordance with Rule 903 of Regulation S of the Securities Act on August 31, 2005;
3.	certain selling stockholders acquired 360,000 shares of our common stock from us at a deemed issue price of $0.25 per share upon conversion of $90,000 in loans payable, pursuant to Rule 903 of Regulation S of the Securities Act, on November 30, 2005; and
4.	certain selling stockholders acquired 4,425,000 shares of our common stock from PublicLock Inc. in unregistered private transactions effected entirely outside the United States. Each of these selling stockholders entered into an investment agreement with PublicLock pursuant to which the stockholder acknowledged and agreed that: (a) the shares had been issued and were being transferred to them without registration under the Securities Act or any state securities laws; (b) the shares were therefore restricted securities within the meaning assigned that term in Rule 144 under the Securities Act; (c) the stockholder is not, and was not acquiring the shares for the account or benefit of, a “U.S. person” within the meaning assigned that term in Regulation S

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under the Securities Act; (d) the stockholder, and any person acting on its behalf, had not engaged in any “directed selling efforts” in connection with the shares within the meaning assigned that term in Regulation S under the Securities Act. These shares were originally part of the 10,004,820 shares of common stock that we issued to PublicLock Inc. in exchange for all of PublicLock’s shares in InfraBlue UK, in connection with our acquisition of InfraBlue UK on August 31, 2005.

The following table provides, as of March 10, 2006, information regarding the beneficial ownership of our common stock by each of the selling stockholders, including:

1.	the number of shares owned by each selling stockholder prior to this offering;
2.	the total number of shares that are to be offered by each selling stockholder;
3.	the total number of shares that will be owned by each selling stockholder upon completion of the offering; and
4.	the percentage owned by each selling stockholder upon completion of this offering.

Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to “Shares Beneficially Owned After the Offering” assumes the sale of all of the shares offered by this prospectus and no other purchases or sales of our common shares by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all shares or rights to these shares. Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

Name of selling Stockholder	Shares owned prior to this offering(2)	Total number of shares to be offered for selling stockholders account	Total shares to be owned upon completion of this offering (3)	Percent owned upon completion of this offering(1), (3)
Nathan Amery	25,000	25,000	-0-	-0-
Ricky Arnold	6,600	6,600	-0-	-0-
Steven Balleby	750,000	750,000	-0-	-0-
Benjamin Broome	2,000	2,000	-0-	-0-
Dorothy Broomfield	1,000	1,000	-0-	-0-
Graham Broomfield	1,000	1,000	-0-	-0-
Rebecca Broomfield	1,000	1,000	-0-	-0-
Steve Broomfield	1,000	1,000	-0-	-0-
Sue Broomfield	1,000	1,000	-0-	-0-
Robert Burden	3,000	3,000	-0-	-0-
Stefan Burnett	4,000	4,000	-0-	-0-

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		Total number of
		shares to be offered	Total shares to	Percent owned
	Shares owned	for selling	be owned upon	upon
Name of selling	prior to this	stockholders	completion of	completion of
Stockholder	offering(2)	account	this offering (3)	this offering(1), (3)
Barbara Callander	1,000	1,000	-0-	-0-
Frederick Callander	1,000	1,000	-0-	-0-
Louise Callander	1,000	1,000	-0-	-0-
Sandra Ribon Christensen	750,000	750,000	-0-	-0-
Saffron Rose Cook	4,000	4,000	-0-	-0-
Sharon Cook	20,000	20,000	-0-	-0-
Martin Crabtree	20,000	20,000	-0-	-0-
Daniel Finn	4,000	4,000	-0-	-0-
Gary Flint	15,000	15,000	-0-	-0-
Lindsey Ford	10,000	10,000	-0-	-0-
Eleanor Giron	20,000	20,000	-0-	-0-
Jacqueline Giron	20,000	20,000	-0-	-0-
Rebecca Godfrey	20,000	20,000	-0-	-0-
Peter Hanford	1,200	1,200	-0-	-0-
Brenda Harrington	20,000	20,000	-0-	-0-
Graeme Harrington	140,000	140,000	-0-	-0-
Naoimh Harrington	20,000	20,000	-0-	-0-
Stephen Harrington	40,000	40,000	-0-	-0-
William Harrington	40,000	40,000	-0-	-0-
Alex Hayes	1,000	1,000	-0-	-0-
Joe Hempstead	20,000	20,000	-0-	-0-
Charlie Hubberstey	20,000	20,000	-0-	-0-
Jolyon Hutchinson	3,000	3,000	-0-	-0-
Soen Bok, Hwang	1,000	1,000	-0-	-0-
Emmanuel Idowu	6,000	6,000	-0-	-0-

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		Total number of
		shares to be offered	Total shares to	Percent owned
	Shares owned	for selling	be owned upon	upon
Name of selling	prior to this	stockholders	completion of	completion of
Stockholder	offering(2)	account	this offering (3)	this offering(1), (3)
Jessica Johnson	2,000	2,000	-0-	-0-
Soni Jorgensen	750,000	750,000	-0-	-0-
Soren Fenger Jorgensen	750,000	750,000	-0-	-0-
Gwan Taek, Jung	1,000	1,000	-0-	-0-
Derek Lewis	20,000	20,000	-0-	-0-
Adrian McCann	2,000	2,000	-0-	-0-
Thomas Mouritsen	750,000	750,000	-0-	-0-
New Forest Oak Buildings Ltd.			-0-	-0-
(Beneficial Owner: P. Giron) (4)	20,000	20,000
Overseas investments and Finance Limited (Beneficial Owner: Jean-Marc Baumann) (4)	200,000	200,000	-0-	-0-
Joseph Paglia	40,000	40,000	-0-	-0-
Annette Parlo	750,000	750,000	-0-	-0-
Pearl Accounting Ltd. (Beneficial Owner: Mark Dreifuss) (4)	50,000	50,000	-0-	-0-
Tim Roebuck	1,000	1,000	-0-	-0-
Emma Sibley	4,000	4,000	-0-	-0-
Starfield Holdings Group Limited (Beneficial Owner: Daniel MacMullin) (4)	160,000	160,000	-0-	-0-
Kenneth Stewart	20,000	20,000	-0-	-0-
Victoria Stewart	10,000	10,000	-0-	-0-
Mathew Tregoning	2,000	2,000	-0-	-0-
Ian Upson	40,000	40,000	-0-	-0-
Parzival Ltd. (Beneficial Owner: Alejandro Vazquez) (4)	925,000	925,000	-0-	-0-

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		Total number of
		shares to be offered	Total shares to	Percent owned
	Shares owned	for selling	be owned upon	upon
Name of selling	prior to this	stockholders	completion of	completion of
Stockholder	offering(2)	account	this offering (3)	this offering(1), (3)
Ursus Ltd. (Beneficial Owner: Massimiliano Carroccia) (4)	1,075,000	1,075,000	-0-	-0-
Ultra Investment Ltd. (Beneficial Owner: Karl Rekeczki) (4)	1,100,000	1,100,000	-0-	-0-
UDI Ltd. (Beneficial Owner: Patrick Marty) (4)	1,325,000	1,325,000	-0-	-0-

(1)	Based on 28,065,800 shares of our common stock issued and outstanding as of March 10, 2006.
(2)	Beneficial ownership is calculated under Rule 13d-3 of the Exchange Act. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(3)	Because a selling stockholder may offer by this prospectus all or some part of the common shares which the selling stockholder holds, no estimate can be given as of the date hereof as to the number of common shares actually to be offered for sale by a selling stockholder or as to the number of common shares that will be held by a selling stockholder upon the termination of such offering.
(4)	Each person named as “beneficial owner” of a selling shareholder has voting power and investment power over the shares held by the selling shareholder and, accordingly, is a beneficial owner of such shares as determined in accordance with Rule 13d-3 of the Exchange Act.

PLAN OF DISTRIBUTION

Timing of Sales

The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of our company in making decisions with respect to the timing, manner and size of each sale.

No Known Agreements to Resell the Shares

To our knowledge, no selling stockholder has any agreement or understanding, directly or indirectly, with any person to resell the shares covered by this prospectus.

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Offering Price

The selling stockholders will sell their shares at an offering price of $0.25 per share until our shares are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market. Thereafter, the sales price offered by the selling stockholders to the public may be:

1.	the market price prevailing at the time of sale;
2.	a price related to such prevailing market price; or
3.	such other price as the selling stockholders determine from time to time.

Our common stock is not currently listed on any national exchange or qualified for trading on any electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or to qualify our shares for trading on any electronic quotation system. If our common stock becomes publicly traded, then the sales price to the public will vary according to the selling decisions of each selling stockholder and the market for our stock at the time of resale.

Manner of Sale

The shares may be sold by means of one or more of the following methods:

1.	a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
2.	purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
3.	ordinary brokerage transactions in which the broker solicits purchasers;
4.	through options, swaps or derivatives;
5.	in transactions to cover short sales;
6.	privately negotiated transactions; or
7.	in a combination of any of the above methods.

The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved.

Broker-dealers may agree with a selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder.

Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market

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price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.

If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker-dealers acting as underwriters.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Sales Pursuant to Rule 144

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Regulation M

The selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular we will advise the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.

Accordingly, during such times as a selling stockholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, the selling stockholder must comply with applicable law and, among other things:

1.	may not engage in any stabilization activities in connection with our common stock;
2.	may not cover short sales by purchasing shares while the distribution is taking place; and
3.	may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

Penny Stock Rules

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “institutional accredited investors.” The term “institutional accredited investor” refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the Securities and Exchange Commission, obtain from the customer a signed and dated acknowledgement of receipt of the disclosure document and to wait two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

State Securities Laws

Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

We do not presently plan to register or qualify the sale of the shares of common stock to which this prospectus relates pursuant to the securities laws of any state of the United States. Accordingly, sales may not be completed in those states whose securities laws require registration or qualification and an exemption from such registration or qualification requirements is not available. We may however, if requested by a selling shareholder, register sales of shares in those states which permit registration by coordination which would involve the filing a copy of this prospectus with the applicable state securities administrator together with such other information as may be required by the state securities administrator.

Expenses of Registration

We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $40,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

LEGAL PROCEEDINGS

We currently are not party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer and director and his age as of March 10, 2006 are as follows:

Name of Director	Age
Mitchell Johnson	25
Name of Executive Officer	Age	Office
Mitchell Johnson	25	President and Chief Executive Officer

The following describes the business experience of Mr. Mitchell Johnson, our sole director and executive officer. Mr. Johnson has not been a director of any reporting company under the Exchange Act or any other publicly traded company.

Mitchell Johnson is our president, chief executive officer and sole director. Mr. Johnson was appointed to our board of directors and as our president and chief executive officer on August 31, 2005, concurrent with the closing of our acquisition of our subsidiary, InfraBlue UK. Mr. Johnson has been the managing director of InfraBlue UK since May 2004, and continues to serve in that capacity. From February 2003 to May 2004, Mr. Johnson was an account manager and sales executive with LDC Network Limited, a company engaged in the business of Java mobile gaming aggregation and distribution, with exclusive rights to games distribution in Europe for some of the top development companies in South Korea. At LDC Network Limited, Mr. Johnson was involved in the distribution of games to Vodafone, AT&T Wireless, T-Mobile, Yahoo, Lycos and other major media providers. From October 2002 to February 2003, Mr. Johnson was a sales executive with The Combined Insurance Company of America, a company engaged in the insurance business. From 1999 to 2002, Mr. Johnson studied for his Bachelor of Science (Hons) degree at the University of Wales Institute, Cardiff.

Mitchell Johnson devotes his efforts full-time to our business.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than Mitchell Johnson, our president, chief executive officer and sole director.

Committees of the Board Of Directors

At present, we do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, we will consider seeking suitable candidates for election as directors, and establishing various committees, during the current fiscal year.

Family Relationships

We do not currently anticipate the election or appointment as directors and officers of our company any persons who are related to each other or to our existing officer and director.

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Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons have been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment or decision has not been reversed, suspended, or vacated.

Promoters

The term “promoter” is defined in Rule 405 under the Securities Act of 1933 to include, with reference to an issuer such as the Company, any person who, acting alone or in conjunction with one more persons, directly or indirectly takes initiative in founding and organizing the business of the issuer, as well as any person who, in connection with the founding and organizing of business of the issuer, directly or indirectly receives in consideration of services and/or property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.

Rebecca Poncini, Mitchell Johnson, PublicLock and Outlander Management are considered promoters of our company, having taken initiative in organizing our current business. (For additional details, please see the discussion under the headings “Organization Within Last Five Years” and “Description of Business – Corporate Organization of InfraBlue.”)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 10, 2006 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our officers, and (iv) our officers and directors as a group. Each stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of class	Name and address of beneficial owner(2)	Amount and nature of beneficial owner	Percentage of class(1)
Directors and Officers
Common Stock	Mitchell Johnson 1 Florence Street London N1 2DX, U.K.	1,416,867	5.05%

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Common Stock	All executive officers and directors as a group (one person)	1,416,867	5.05%
5% Shareholders
Common Stock	PublicLock Inc. (3)	5,579,820	19.88%
Common Stock	Keydata Technology Partnership 3 LLP (4)	10,000,000	35.63%

(1)	The percentage of class is based on 28,065,800 shares of common stock issued and outstanding as of March 10, 2006.
(2)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(3)	Garth Hochong is the founder and director of Publiclock Inc. and exercises voting and dispositive power over the shares held by Publiclock Inc.
(4)	Stewart Ford is the administrating partner for the Keydata Technology Partnership 3 LLP and exercises voting and dispositive power over the shares held by the Keydata Technology Partnership 3 LLP.

Changes in Control

We are unaware of any contract, or other arrangement or provision of our articles of incorporation or our by-laws, the operation of which may at a subsequent date result in a change of control of our company.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, and 5,000,000 shares of preferred stock, with a par value of $0.001 per share. As of March 10, 2006, there were 28,065,800 shares of our common stock issued and outstanding held by 63 stockholders of record. We have not issued any shares of preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or as provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be

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cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing one-percent (1%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. Our articles of incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefor. See “Dividend Policy.”

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our common stock will be entitled to receive pro rata all of our assets available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors is authorized by our articles of incorporation to divide the authorized shares of our preferred stock into one or more series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

(a)	the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;
(b)	whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;
(c)	the amount payable upon shares of preferred stock in the event of voluntary or involuntary liquidation;
(d)	sinking fund or other provisions, if any, for the redemption or purchase of shares of preferred stock;
(e)	the terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the privilege of conversion;
(f)	voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with our common stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and

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(g) subject to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Nevada.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Warrants

As of the date of this prospectus, there are no outstanding warrants to purchase our securities. We may, however, issue warrants in the future.

Options

As of the date of this prospectus, there are no options to purchase our securities outstanding. We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

As of the date of this prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. We may, however, issue such convertible or exchangeable securities in the future.

LEGAL MATTERS

Lang Michener LLP, Barristers and Solicitors, our independent legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

EXPERTS

The financial statements included in this prospectus and registration statement have been audited by Staley, Okada & Partners, Chartered Accountants, an independent public accounting firm registered with the United States Public Company Accounting Oversight Board, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. These financial statements are included in reliance upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant, nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Nevada corporation law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification can cover expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such a person in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Nevada corporation law also provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defence of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defence.

Our articles of incorporation and our by-laws authorize our company to indemnify our directors and officers to the fullest extent permitted under Nevada law, subject to certain enumerated exceptions.

We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on April 5, 2005 under the laws of the state of Nevada. On the date of our incorporation, Rebecca Poncini was appointed as our president, secretary, treasurer and sole director. Ms. Poncini participated in the initial private placement of our securities on April 8, 2005, purchasing 500,000 shares at a price of $0.001 per share.

We entered into a letter of intent to acquire all of the issued and outstanding shares of InfraBlue UK on April 18, 2005. The letter of intent contemplated our acquisition of InfraBlue UK subject to our raising a minimum of $200,000 (subsequently reduced by amendment to $125,000). In furtherance of this requirement and in order to enable us to negotiate a definitive share purchase agreement, we completed a private placement of 4,500,000 shares of our common stock at a price of $0.01 per share for proceeds of $45,000 on May 31, 2005.

On May 23, 2005, we entered into a definitive share exchange agreement with InfraBlue UK and the founding shareholders of InfraBlue UK: PublicLock Inc., Outlander Management Ltd. and Mitchell Johnson. The share exchange agreement originally contemplated a closing date of June 30, 2005. The closing date was extended to August 31, 2005 by agreement in order to provide InfraBlue UK with more time to obtain necessary corporate approvals and to provide us with more time to raise the required financing.

We acquired all of the issued and outstanding shares of InfraBlue UK pursuant to the share exchange agreement on August 31, 2005. We issued an aggregate of 12,000,000 shares of our common stock to the shareholders of InfraBlue UK on closing of the acquisition. Mr. Johnson was issued 1,416,867 shares of our common stock in exchange for his shares in InfraBlue UK, PublicLock Inc., one of our major

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shareholders, was issued 10,004,820 shares of our common stock in exchange for its shares, and Outlander Management was issued 578,313 shares of our common stock in exchange for its shares. Concurrent with closing, InfraBlue UK’s managing director, Mitchell Johnson, was appointed as our sole executive officer and director to replace Ms. Poncini.

We completed an offering of 705,800 shares of our common stock at a price of $0.05 per share on August 31, 2005 for total proceeds of $35,290.

We acquired the InfraBlue Technology on November 30, 2005 pursuant to an asset purchase agreement between us and PublicLock. We issued 10,000,000 shares of our common stock to PublicLock upon completion of the acquisition of this intellectual property. PublicLock paid as consideration 10,000,000 shares of our common stock to the Keydata Technology Partnership 3 LLP as part of its arrangement to acquire a subsidiary of Keydata Technology Partnership 3 LLP, which owned the InfraBlue Technology.

Ms. Poncini, Mr. Johnson, PublicLock and Outlander Management are considered promoters of our company, having taken initiative in organizing our current business.

DESCRIPTION OF BUSINESS

CORPORATE ORGANIZATION

We were incorporated on April 5, 2005 under the laws of the State of Nevada as Tomi Holdings Inc. We operate through our wholly-owned subsidiary, InfraBlue UK. We changed our name to “InfraBlue (US) Inc.” effective October 20, 2005, to reflect our acquisition of InfraBlue UK and its business. InfraBlue UK was incorporated under the laws of England and Wales on February 18, 2004.

We have achieved only minimal revenues to date. Accordingly, we are considered a development stage company.

OVERVIEW

We are the owner of certain proprietary technology that we refer to as the InfraBlue Technology. The InfraBlue Technology is comprised of a suite of software programs and a computer peripheral device known as the IRMA device. Utilizing our InfraBlue software, the IRMA device provides a simple, fast, flexible and secure tool for the delivery of high-quality color presentations stored on mobile smartphones and PDAs. Development of our IRMA devices has been completed and we have achieved sales of 143 IRMA devices to date. We consider this sales number to be a small number of initial sales in relation to the number of sales that we anticipate needing to achieve in order to be profitable. Our key business objective is to increase sales of our IRMA devices through our planned marketing efforts.

Our IRMA devices are small hand-held digital presentation devices that enable users to make Microsoft PowerPoint presentations wirelessly, direct from the user’s PDA or mobile smartphone without the use of a laptop or desk top computer. Each IRMA device is sold with proprietary software that must be installed on the user’s laptop or personal computer running Microsoft Windows. This proprietary software enables the conversion and compression of Microsoft PowerPoint slides to Windows graphical formats and the transfer of the compressed files to the user’s handheld PDA or mobile smartphone. The handheld device then connects to the IRMA device wirelessly using the Bluetooth protocol or infrared technology, depending on the model of the IRMA device. The IRMA device is linked to a data projector or a computer display by a regular VGA (video graphics array) cable. The handheld device can then be used to run the presentation through the IRMA device, without the aid of a laptop computer. The IRMA device can be located up to thirty feet away from the handheld device. The Bluetooth protocol describes the set of wireless communication rules by which all Bluetooth devices must abide in order to establish a link and communicate with one another. The Bluetooth specification is maintained by the Bluetooth Special Interest Group (SIG).

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The primary target market for our IRMA devices is the mobile professional who could benefit from highly portable presentation materials, without the need to carry a laptop computer.

Since the incorporation of InfraBlue UK on February 18, 2004, we have undertaken the following activities in furtherance of our business plan to commercialize the IRMA device and our InfraBlue Technology:

(a)	We have expanded the number of operating software systems on which our products function from two operating systems to seven operating systems, and our IRMA devices are now compatible with Pocket PC 2002, Pocket PC 2003, Palm 4.x, Palm 5.x, Nokia Series 60, and Sony Ericsson P series devices.
(b)	We have developed manufacturing relationships, including selecting the most cost effective components and negotiating volume discounts, that have been necessary to enable us to commence the manufacture of our IRMA devices.
(c)	We have started marketing activity with the objective of increasing sales of our IRMA devices and InfraBlue Technology. Activities completed to date have included:
	(i)	constructing our website at www.InfraBlue.co.uk providing potential customers with a contact point with the company and a detailed description about the product offering linking the customer to our sales channel;
	(ii)	meeting with prospective clients, manufacturers, distributors and resellers in order to raise awareness of our IRMA devices and demonstrate their effectiveness, with the objective of securing a distribution partner who would be able to distribute our products worldwide; and
	(iii)	carrying out marketing activity including press releases, interviews, trade shows, roadshows and demonstrations. We have received coverage in a number of industry- specific trade magazines (including editorials and product reviews), been included in Nokia software links, and have participated in a Hewlett Packard mobility roadshow amongst others.

CORPORATE ORGANIZATION OF INFRABLUE

Incorporation

InfraBlue UK was incorporated in the United Kingdom on February 18, 2004. The founding shareholders of InfraBlue UK were PublicLock Inc., Outlander Management Ltd. and Mitchell Johnson, the managing director of InfraBlue UK and our sole director and officer. PublicLock is a private corporation that is now one of our principal shareholders. Outlander Management is a private corporation that is now one of our shareholders.

The Original InfraBlue UK Agency Agreement

The IRMA device and the InfraBlue Technology were originally developed by Flander Oy in Finland. The intellectual property rights in the InfraBlue Technology and the IRMA device were purchased by PublicLock in September 2003. PublicLock granted licenses to four entities on October 6, 2003, with each entity acquiring rights to exploit the InfraBlue Technology and commercialize the IRMA device in a different territory. On October 13, 2003, PublicLock sold its rights in the InfraBlue Technology and the IRMA device to the Keydata Partnership, subject to the four licenses.

InfraBlue UK entered into an agency agreement on March 30, 2004 with the four licensees. The agency agreement provided InfraBlue UK with a worldwide sublicense to exploit the IRMA device and to use the intellectual property rights to the InfraBlue Technology, including the software that is incorporated into the IRMA devices. InfraBlue UK agreed to use its best efforts to commercially exploit the InfraBlue

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Technology, in consideration of a payment to be equal to 25% of the gross income, if any, derived from the exploitation of the InfraBlue Technology rights (including the sale of IRMA devices). InfraBlue UK was also required to generate from the exploitation of this technology at least £448,000 ($819,078, based on the foreign exchange rate on March 30, 2004 of $1.8283:£1.0000) of gross income per calendar quarter over the three year term of the agreement. InfraBlue UK was not able to fulfil this requirement.

The four licenses and the agency agreement were terminated on November 30, 2005, upon our acquisition of the InfraBlue Technology, as described below.

Acquisition of the InfraBlue Technology

PublicLock entered into an agreement with the Keydata Partnership dated November 1, 2005 to purchase from Keydata Partnership a wholly-owned subsidiary that then held the intellectual rights in the InfraBlue Technology and the IRMA device. We purchased these intellectual property rights from PublicLock on November 30, 2005 pursuant to an intellectual property acquisition agreement between us and PublicLock dated November 1, 2005. We issued 10,000,000 shares of our common stock to PublicLock in consideration of these assets. PublicLock in turn paid as consideration 10,000,000 shares of our common stock to the Keydata Partnership in connection with its acquisition of the Keydata Partnership subsidiary with the rights to the InfraBlue Technology and the IRMA device.

Initial Financing of InfraBlue UK

InfraBlue UK’s initial corporate activities were funded by PublicLock. InfraBlue UK entered into a loan agreement dated October 4, 2004 with PublicLock whereby PublicLock agreed to extend a secured loan facility to InfraBlue UK in the maximum amount of £150,000 ($267,405, based on the foreign exchange rate on October 4, 2004 of $1.7827:£1.0000) . The purpose of the loan facility was to provide InfraBlue UK with funds with which to pursue the commercialization of the IRMA device and the InfraBlue Technology, and to help facilitate InfraBlue UK’s obligations to the licensees under the agency agreement.

As at April 28, 2005, InfraBlue UK’s outstanding debt to PublicLock under the secured loan facility was £83,450 ($159,065, based on a foreign exchange rate on April 28, 2005 of $1.9061:£1.0000) . InfraBlue UK and PublicLock entered into a debt settlement agreement on April 28, 2005 whereby the outstanding debt was settled by the issuance to PublicLock of 1,075,000 Ordinary A shares in the capital of InfraBlue UK at a deemed value of £0.0776 per share. PublicLock subsequently exchanged these shares for shares of our common stock upon completion of the share exchange agreement on August 31, 2005. As a result, PublicLock is now one of our principal shareholders.

Services Agreement with Outlander Management

Outlander Management entered into a services agreement with InfraBlue UK on August 4, 2004 whereby Outlander Management provided administrative, legal administration and financial services, and marketing and sales support and advice to InfraBlue UK. The purpose of the services agreement was to enable InfraBlue UK to obtain administrative and related services that would enable InfraBlue UK to pursue its business without incurring all of these costs directly. The administrative services included the use of shared office space. Legal administration services included maintaining InfraBlue UK’s registered office, providing the services of a company secretary and making statutory filings. Financial services included book-keeping and maintaining management accounts and statutory accounts. InfraBlue UK paid to Outlander Management an amount equal to £2,000 per month ($3,649.60 per month based on a foreign exchange rate on August 4, 2004 of $1.8248:£1.0000) in consideration for the provision of these services.

The services agreement with Outlander Management was terminated on April 30, 2005, at which time we entered into a new administration contract with Azuracle Ltd., as described below.

Administration Contract with Azuracle

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We entered into an administration contract with Azuracle Ltd. on May 1, 2005 concurrent with the termination of the Outlander Management service agreement described above. Under the Azuracle administration contract, Azuracle provides us with office space in shared office premises and administration services, including telephone, reception and Internet access services. Presently, Azuracle is charging us a monthly administration fee of £500 per month ($866.05 per month based on a foreign exchange rate on November 30, 2005 of $1.7321:£1.0000) . Azuracle’s actual operational costs will be reviewed periodically and the monthly charges may be adjusted on a prospective basis. Additional legal administration, financial, marketing and sales, meeting room, stationary and information technology support services are to be provided by Azuracle upon our request, at agreed upon rates. Our agreement with Azuracle commenced on May 1, 2005 and may be terminated by us or Azuracle giving to the other not less one month’s notice of termination in writing.

THE INFRABLUE TECHNOLOGY

Our InfraBlue Technology solution is comprised of the following components:

1.	The IRMA Suite is personal computer (“PC”) software that is deployed on the user’s desktop or laptop computer for the purpose or converting a Microsoft PowerPoint presentation into image folders and for transferring these images to the user’s PDA or smartphone.
2.	The IRMA Client is software that is used for opening image folders on the user’s PDA or smartphone, for previewing these images, for controlling the IRMA device and for enabling the user to deliver the presentation through a projector or computer display.
3.	The IRMA device is a small peripheral hardware device that connects to a projector or computer display using a computer graphics cable known as a VGA cable. The IRMA device is able to connect wirelessly to the user’s PDA or smartphone using Bluetooth or infrared technology.

The InfraBlue Technology enables users to make Microsoft PowerPoint presentations wirelessly, directly from a PDA or mobile smartphone. The IRMA device is connected to a standard data projector or computer display via a VGA cable, and provides a wireless interface with the PDA or smartphone using either Bluetooth or infrared technology depending on the model of the IRMA device. A smartphone is a mobile cellular telephone with a microprocessor, memory, screen and built-in modem that combines some of the capabilities of a personal computer on a cellular telephone handset. Bluetooth is a short-range wireless specification that allows for radio connections within a 30 foot range.

Our technology solution eliminates the need for the mobile professional to use a laptop or desktop computer for making presentations, thus making the delivery of a remote presentation more convenient.

The IRMA Suite PC Software

The IRMA Suite PC software must be installed on the user’s computer that has been used by the user to create the relevant PowerPoint presentation. The software comes loaded on a CD-ROM that is included with the IRMA device. The user must install the software on his or her computer via a standard CD-ROM drive. The software is compatible with the Microsoft Windows 98, ME, NT4, 2000 and XP operating systems.

The PC software converts the PowerPoint presentation into sets of JPEG or certain other types of compatible graphical images, compresses the file and then transfers the compressed file from the computer to the user’s PDA or smartphone through a wired or wireless connection. The purpose of the file compression is to minimize the size of the presentation file on the PDA or smartphone.

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The IRMA Client Software

The IRMA solution includes “client software” that is installed on the user’s PDA or smartphone. The software enables the user to access the presentation file downloaded from the personal computer and to deliver the presentation via the IRMA device to a projector or computer display.

The IRMA Device

Depending on the model, the IRMA device communicates with the user’s PDA or smartphone, using a Bluetooth or infrared wireless data connection. The IRMA device then relays the presentation to a projector or computer display through a standard VGA computer connection. The IRMA device includes its own memory for situations where the user wants to complete a presentation on a rolling basis, such as at a trade fair or exhibition, without having to be in attendance with the PDA or smartphone. The IRMA device includes Linux software whose main function is to receive presentation images via Bluetooth or infrared connectivity and display images through the attached projector or computer display.

Selected technical data for the IRMA device are as follows:

Product weight	110 grams
Data transfer speed	115 kilobytes per second
Connection from device to PDA or smartphone	Bluetooth or infrared connectivity, depending on model
Connection from device to projector	VGA computer cable
Product dimensions	99mm x 90mm x 25mm
Power supply	External
Memory	20MB (megabytes) for display of presentations; 4MB non-volatile flash memory for saving presentations
Picture formats	Still images in JPEG and PNG format. Also supports Windows BMP, MBM and WBMP graphical formats

We provide our customers with software upgrades, updates and new releases as they are developed. We make these software upgrades, updates and new releases available to our existing customers who have purchased an IRMA device and related software. Existing customers are able to download these software upgrades, updates and new releases free of charge through our web site. We also provide free before and after sales support to our customers which is only available through e-mail. We do not provide our customers with any other after purchase services.

We offer a one year return to manufacturer warranty provided that the IRMA device and related software is returned to us with a copy of the customer’s purchase receipt. The customer is, however, responsible for any costs and expenses the customer may incur, including, but not limited to, cost of shipping the products to us. The warranty is a limited warranty that will not apply to the failure of any IRMA device or related software that results from any accident, abuse, misapplication, abnormal use or computer software virus. We have not had any warranty returns to date. Our policy would be to replace the device with a new device in the event of a warranty return.

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Features and Advantages of our InfraBlue Solution

Our InfraBlue Technology solution offers the following features and advantages:

1.	The user is able to use a PDA or smartphone as a wireless remote control to control and deliver presentations.
2.	The client software enables the user to view upcoming slides in advance on the PDA or smartphone before display through the projector, thus giving the user more flexibility as not all slides may be relevant for all audiences.
3.	The user may use a PDA or smartphone to display digital photographs to an audience via the projector. The digital photographs may have been taken with the PDA, smartphone or a digital camera.
4.	The user may deliver a computer-based presentation through a projector without the use of a laptop or other computer, which makes the solution advantageous and convenient for applications such as exhibitions, trade fairs and information kiosks.
5.	The IRMA device can be set up and connected to a projector in less time than its takes to set up and connect a laptop computer.
6.	The IRMA device is a light-weight solution that offers greater convenience and mobility than the conventional laptop computer solution.
7.	The InfraBlue solution presents less of a security risk to the user as its loss or damage will not result in the loss or corruption of the user’s computer data files, whereas loss or damage of the user’s laptop computer may result in significant loss of the user’s computer data files and compromised security for the user’s computer data.

Technical Requirements

In order to be able to use our products, the user must have a PDA or smartphone with the following capabilities:

1.

Ability to communicate to another device using either infrared technology, in the case of our IRMA Infrared device, or Bluetooth, in the case of our IRMA Bluetooth device. We expect Bluetooth devices to become more prevalent due to the current rate of adoption of Bluetooth into new PDAs and smartphones.

2.

The PDAs or smartphones must use the operating systems that the IRMA Client software has been developed for, and, in order to be compatible with our IRMA Bluetooth devices, they must be Bluetooth enabled. In some cases, manufacturers build PDAs or smartphones outside of the standard architecture. In these cases, further testing would be required to guarantee technical compatibility with the IRMA product offering.

Historical Development of the InfraBlue Technology

The IRMA device and InfraBlue software suite were originally developed by Flander Oy of Finland. Flander Oy carried out further development of the InfraBlue Technology for InfraBlue UK over a period of nine months, commencing in June 2004. This product development work included upgrading of the IRMA Client software to support presentations on Microsoft Pocket PC 2002 and 2003 devices, Palm 4.X and 5.X devices, Nokia series 60 devices and Sony Ericsson P series devices. The product development work also included a restructuring of the interface for improved usability, redesigning of the flash memory of the IRMA device, and redesigning of the product packaging, compact disc (CD) cover and software installer

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program. This work was carried out a by a project team made up of a project manager, a developer, a tester and a designer.

Current Status of Development of the InfraBlue Technology

The development of the InfraBlue Technology is complete and we have commenced commercialization of the IRMA device and achieved our initial sales. However, we anticipate that we will have to undertake further product work and update software development frequently in order to support the latest PDA and smartphone releases.

Manufacturing of the IRMA Devices

Flander Oy has manufactured an initial inventory of approximately 400 IRMA devices. As not all of these devices have been sold and all are currently in working order, we have used Flander Oy as the supplier of all IRMA devices that we have sold to date rather than undertaking the manufacture of the devices ourselves. We have been submitting purchase orders to Flander Oy as needed, from time to time to complete our sales. Of the initial inventory, we have sold 143 devices, Flander Oy has sold 144 devices, 53 devices are in stock with InfraBlue UK as our inventory and 63 devices are held by Flander Oy and available for purchase by us. We are not obligated to purchase any of the remaining devices held by Flander OY.

We have made arrangements with a Finnish manufacturer, Kyrel Oy, for the future manufacture of IRMA device. We have obtained quotes on the cost to manufacture the IRMA devices and have negotiated volume discounts for larger production runs. Our current quote from Kyrel Oy is a rate of 196 euros ($237.16 based on an exchange rate of 1.21 euros per $1.00 US as of January 30, 2006 ) per device, based on a minimum manufacturing run of 100 units. Accordingly, a minimum manufacturing run will cost us at least 19,600 euros ($23,716 based on an exchange rate of 1.21 euros per $1.00 US as of January 30, 2006 ). As we will be required to complete production runs in minimum quantities of units, we have decided to continue using Flander Oy as a supplier to support our product sales until its inventory is depleted or becomes obsolete. Accordingly, we have not yet caused Kyrel Oy to manufacture any IRMA devices. We believe that Flander Oy’s current inventory of IRMA devices is sufficient to cover our anticipated sales for the next six to eight months, assuming that we do not experience a surge in demand for our IRMA devices. We also anticipate that we will investigate moving manufacturing to lower cost manufacturers in Asia in the event that our product sales increase significantly.

MARKET FOR THE INFRABLUE TECHNOLOGY

Trends

Growth in wireless markets is strong, not only in the smartphone and PDA markets but also in the audio visual, mobility products and wireless network markets. Global smartphone shipments trebled in the third calendar quarter of 2004 (Canalys research, October 27, 2004) and sales of Bluetooth smartphones are projected to reach 87.5 million units by 2009 (ARC Group, November 4, 2004). Research projects that 80 percent of mobile workers will use wireless e-mail within the next three years (Mobile Pipeline News, November 24, 2004).

The IRMA product also is complementary with a number of other products such as mobile phones, PDAs, data projectors, office equipment and related accessories with which it can be upsold or bundled.

Our Targeted Consumer

The targeted market for our InfraBlue Technology are those mobile professionals who travel to deliver Microsoft PowerPoint presentations. The mobile professional market typically consists of field sales representatives, insurance agents, consultants, CEOs and other travelling executives who are required to give presentations in connection with their business. In order to deliver these presentations, mobile professionals commonly carry laptop computers which are both expensive and relatively heavy. Our

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objective is to provide such mobile professionals with a light and compact technology solution that will enable them to deliver high-quality color presentations through a projector or computer display using their PDAs or smartphones. We believe that there is a market for our technology and devices among those mobile professionals who value the ability to travel light, while maintaining their ability to give high quality presentations while maintaining a high level of security.

Marketing Strategy

We do not intend to distribute our products directly to consumers. We intend to pursue two strategies to market our InfraBlue Technology. Our primary strategy will be to source the production of our IRMA devices to third party manufacturers and enter into agreements with distributors and wholesalers who already have a route to the end user. We anticipate that our primary distribution channels will be wholesalers and distributors of mobile phones, PDAs, data projectors, office equipment and related accessories worldwide. Our second strategy involves the licensing of the core InfraBlue Technology to OEMs, with the view to enabling them to produce the IRMA device or use the InfraBlue Technology in their own devices.

To date, InfraBlue UK has entered into three distributorship agreements as described below. These distribution agreements were not impacted by our acquisition of InfraBlue UK and these agreements have remained with InfraBlue UK subsequent to the acquisition. InfraBlue UK has not entered into any license agreements for the license of the InfraBlue Technology to any OEMs.

Distribution Agreements

The primary approach of our marketing strategy for commercial exploitation of our InfraBlue Technology is to build relationships with a relatively small number of key, large-scale distributors in our target territories in Asia and Europe. We intend to target distributors who have an established reseller network in place to reach large numbers of potential end users. By taking this approach we expect we will reduce our profit margin by adding another party into the supply chain, but the expertise and relationships that we expect the distributors will bring with them should help to increase sales volumes and, we believe, outweigh any reduction in profits.

We believe that our InfraBlue Technology solutions offer the following advantages to distributors:

1.	Our technology offers potential new revenue opportunities within the PDA and smartphone sector;
2.	Our technology offers the opportunity to increase sales of core products, including PDAs and smartphones; and
3.	Our technology offers the opportunity to expand the usability and sales of existing projectors.

We currently have non-exclusive distribution agreements in place with a distributor in Indonesia and a distributor in the Czech Republic. The Indonesian distribution agreement was for an initial one year term commencing January 14, 2005. The agreement has been automatically renewed for an additional one year term and presently may be terminated by us or the distributor giving not less than one month’s written notice of termination to the other. The contract with the distributor in Indonesia required a minimum initial order of one IRMA device during the first year. During the current year, the distributor is required to order a minimum of ten IRMA devices in order to maintain its distribution rights. The Czech distribution agreement was for an initial one year term. The agreement has been automatically renewed for an additional one year term and presently may be terminated by us or the distributor giving not less than one month’s written notice of termination to the other. The contract with the distributor in the Czech Republic required a minimum initial order of ten IRMA devices during the first year. During the current year, the distributor is required to order a minimum of ten IRMA devices in order to maintain its distribution rights.

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We also have entered into a distribution agreement in place with a distributor for Australia and New Zealand. The agreement originally granted the distributor exclusive rights to distribute our IRMA device in Australia and New Zealand for an initial three month period. The agreement required a minimum initial order of ten IRMA devices and required minimum repeat orders of ten IRMA devices. As the distributor did not meet the minimum initial order required to maintain its exclusive rights, after the expiry of this initial three month term, the distribution agreement continued on a non-exclusive basis and may now be terminated by either party giving not less than one month’s written notice of termination to the other.

Thus far, these distributors have not generated material sales, and there is no assurance that they ever will generate significant revenues. We do not have any recourse if any of our distributors does not complete any repeat orders.

Strategy to Pursue OEM Agreements

The second approach of our marketing strategy is to license our InfraBlue Technology to OEMs. This would allow the OEMs to incorporate the InfraBlue Technology into their own products and under their own company branding. Under this approach, the OEMs would be directly responsible for manufacturing and modifying the products, making them commercially available, and providing coverage under the OEMs’ own warranties.

We expect that the benefit of OEM licensing to us will be to generate initial licence fees, plus an ongoing revenue stream for any future units sold utilising the InfraBlue Technology. We expect that the OEMs will see benefits to this approach as well, enabling them to provide an innovative product to their customers under their own brand, without incurring the expenses necessary to develop it themselves.

We have not entered into any agreements with any OEM to date and there is no assurance that we will ever enter into any agreements with any OEMs.

Our Web Site

InfraBlue has created a corporate web presence (www.InfraBlue.co.uk), which is an information portal to find out more about the InfraBlue products, find sales channels and download product updates.

COMPETITION

We compete in the wireless presentation solutions market. Our solution involves software and hardware than enable PowerPoint presentations to be made wirelessly, without the need for a laptop or desktop computer, through our IRMA device and the presenter’s handheld device, such as a PDA or smartphone.

We believe that the following factors will be critical to our competitive position and strength within this market:

Functionality. The IRMA device is wireless and allows freedom of movement to its user, thereby giving the user the ability to be more engaged with an audience than is possible using a laptop or desktop, where the presenter must remain more or less static unless an assistant is available to advance the presentation. Presentation is simple using the presenter’s handheld device, and allows the presenter to move backwards and forwards within the presentation materials with a degree of ease not afforded by the traditional method of PowerPoint presentation via a laptop.

Cost and convenience. Our solution is simple and less costly than the current standard of presentation requiring the use of a laptop or desktop computer. The IRMA device is significantly less expensive than a laptop computer. The IRMA device is a fraction of the size of a laptop and highly portable, and does not pose the risk to security of information that a laptop does in the event it is lost or stolen.

Early presence in market and company size. We are an early entrant in our market and currently face limited direct competition. As such, we have an opportunity to gain significant market share. We are a

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small company. Although this brings its own challenges as described in more detail under the heading “Risk Factors – Risks Relating to Our Business and Financial Condition”, we have the ability to change direction easily, and react quickly to shifts in market demands. Our sole focus is on wireless presentation technology and we may be better able to understand that market and address its needs than a large, diversified organization for whom our market may be a small and relatively insignificant part of its overall business.

Market Vision. As wireless markets experience explosive growth and development into new areas, our solution supports and takes advantage of the trend toward greater wireless connectivity and enhanced functionality of handheld devices. We seek to make our solution interoperable and compatible with as wide a number of platforms as possible.

Key competition

iGO (Mobility Electronics Inc.)

We have identified one key competitor in our market, and that is iGo (Mobility Electronics Inc.) with its Pitch Duo product. Mobility Electronics Inc. is a full service supplier of mobile computing products and accessories for notebook computers, handheld devices and mobile phones. They create their own products as well as providing solutions from select partners.

Mobility Electronics Inc. is a larger company than we are, with greater human, technical and financial resources than ours.

The Pitch Duo product is cheaper than, and to some extent performs the same tasks as, the IRMA device. However, we believe that the IRMA device possesses several characteristics that differentiate it from, and may make it preferable to, the Pitch Duo.

The IRMA Bluetooth device is smaller than the Pitch Duo and is one compact unit with integrated Bluetooth and memory, whereas Pitch Duo requires separate Bluetooth and memory hardware adaptor devices. Both the Bluetooth and infrared versions of the IRMA device come equipped with our proprietary software. The Pitch Duo is dependent upon third party software that it has been developed to work with, which may create future problems if the relationship between Mobility Electronics Inc. and the third party breaks down or the third party ceases development of the software. Finally, the IRMA device is available on more operating systems than is the Pitch Duo and so has a wider market of potential users.

Our cost of manufacture per unit is determined by the volume of units being produced. At this early stage of our business we are not able to order large volumes of the IRMA device. We anticipate that this will remain the case until we establish our supply chain and generate a sufficient volume of sales. When we are able to increase our volume of production we forecast that the IRMA device will become price-competitive with the Pitch Duo. In the meantime, we believe that the functional advantages that we consider the IRMA device to enjoy over the Pitch Duo will offset the cost advantage of the Pitch Duo.

Mobility Electronics Inc. sells its Pitch Duo product directly, with a focus on the U.S market. We intend to focus our initial selling efforts outside the U.S. where competition is less, with a view to allowing us to build our reputation for a quality product, obtain market share and increase our sales volume. We believe this strategy will enable us to reduce the price of our product before we target the American market.

Margi Inc.

Margi Inc. is a Harman International company that previously manufactured and marketed the Presenter-to-Go presentation solution. Presenter-to–Go has come to the end of its life cycle and all the hardware products have been discontinued, so Margi Inc. cannot be said to be a current competitor, although we regard them as a potential competitor that has the ability to develop new higher technology products that would again be directly competitive with the IRMA solution. For that reason, we will continue to monitor Margi Inc. for new product releases.

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RESEARCH AND DEVELOPMENT EXPENDITURES

Flander Oy has carried out large amounts of development work to bring the IRMA product up to its current specifications. We anticipate that in the future we will need to carry out additional software and hardware development activities to enable our products to keep pace with evolving customer and market demand.

To date we have spent the following amounts on product and corporate development:

• €3,000 ($5,196.30 based on a foreign exchange rate on November 30, 2005 at $1.7321: €1.000) for development and re-branding work by Flander Oy. Work included delivery of all newly supported operating systems;
   
• €2,000 ($3,464.20 based on a foreign exchange rate on November 30, 2005 at $1.7321: €1.000) for design work to packaging for the product (Live Design Oy); and
   
• €1,000 ($1,173.21 based on a foreign exchange rate on November 30, 2005 at $1.7321: €1.000) for website design and build (various companies)

Although there is no planned hardware development at this stage and the hardware is currently satisfactory to the market requirements, in future we expect to spend significantly more on development costs. Upcoming software development will include Windows Mobile 5.0 which is the Microsoft upgrade to Pocket PC 2003, as well as probable additional patches and software builds required for other operating systems which are supported currently. The time for this type of development can vary from 20 hours to 100 hours depending on the changes implemented by the operating system developer. We expect that Flander Oy’s rate for such work in future will be between €60 and €100 per hour ($103.93 to $117.32 per hour based on a foreign exchange rate on November 30, 2005 at $1.7321: €1.000) depending on the expertise required.

INTELLECTUAL PROPERTY

We own intellectual property rights relating to both IRMA device hardware and the InfraBlue suite of software that is used to operate the IRMA device. Our intellectual property rights relating to the IRMA device hardware include trade secrets and industrial design relating to the IRMA device hardware specifications, testing specifications, component lists, device configuration, power source specifications and technical architecture. Our intellectual property rights relating to the InfraBlue suite of software include trade secrets and copyright relating to the software installed on the IRMA device and the user’s PDA or smartphone and the user’s personal computer.

We seek to protect our intellectual property by generally limited access to it, treating portions of it as trade secrets and obtaining confidentiality or non-disclosure agreements from persons who are given access to it, including our developers.

Trademark Applications

PublicLock Inc. has attempted to obtain trademark registration of “InfraBlue” by submitting an application for trademark registration in the United Kingdom to the Patent Office, Department of Trade and Industry, under application number 2354167. Our trademark registration request for “InfraBlue” was denied by the Patent Office due to a conflict with an existing mark, “Infra,” which is registered in the name of a third party. We plan to pursue the application further in the United Kingdom and the United States of America to attempt to secure rights in both “InfraBlue” and “IRMA.” There is no assurance that we will be able to obtain trademark protection for either of the terms “InfraBlue” or “IRMA” as they are used in connection with our products. As a result, third parties might be able to sell competing products with names incorporating these terms, and our ability to build goodwill and brand recognition for our products may be compromised.

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Patent

Flander Oy has made an international patent application in Canada under patent number WO 02/075590 A1, which is in the process of being assigned to InfraBlue UK. The patent application claims a patent for IRMA device as a system for visualizing an electronically recorded presentation, which system is comprised of a mobile data processing device for storing a desired presentation, a display device such as a projector and application software for compiling the presentation. There is no assurance that we will be able to obtain any patent protection for the IRMA device.

COMPLIANCE WITH GOVERNMENT REGULATION

As a wireless device, our IRMA devices must meet compliance standards imposed by government regulatory authorities for wireless devices. In Europe, we are subject to the European Councils directive 1999/5/EC. In the United States, our products are subject to Part 15 of the Federal Communications Commission. In Canada, our products must comply with Industry Canada standards. As part of the original product development process, Flander Oy completed testing of the IRMA device which was found to be compliant with each of these standards in Europe, the United States and Canada. If we make any changes to the IRMA devices, we will be required to obtain certification of the updated devices in accordance with government regulations in effect at that time. There is no assurance that such certification will be granted without significant additional development work required by the regulatory authorities, or at all, if the updated devices are found to be non-compliant with any existing or future standards.

EMPLOYEES

As of the date of this prospectus, Mr. Mitchell Johnson, our sole officer and director is our only full-time employee.

Apart from our sole officer and director, we have no employees.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATIONS

We plan to exploit the InfraBlue Technology in its present form and to develop a market for the InfraBlue products, currently consisting of the IRMA device and the IRMA Client and IRMA Suite PC software. As such, the primary objective of our current plan of operations is to market the IRMA device and the IRMA Client and IRMA Suite PC software with the objective of increasing sales and establishing greater awareness and acceptance of our products in our marketplace. We anticipate ongoing development work on these products with a view to establishing a competitive position in the mobile devices and data projector markets. We will also pursue creating partnerships and strategic relationships with OEMs with the objective of earning license fees from the license of our technology, although this presently not a primary focus of our plan of operations. If we are successful in creating partnerships and strategic relationships with OEMs, we expect that our product development efforts would be specifically tailored to such OEMs’ needs, but we have no immediate plans in this regard.

Our plan of operations for the next twelve months is to complete the following objectives within the time periods and within the budgets specified:

1. We plan to carry out marketing of our IRMA devices with the objective of securing distributor relationships and increasing sales of our products. We anticipate that marketing activities will be carried throughout the course of the next twelve months. We anticipate that we will spend approximately $7,500 per month on marketing activities during the next twelve months, for a total anticipated expenditure of $90,000 over the next twelve months. This amount is primarily

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	comprised of the salary we will pay to Mitchell Johnson, our sole executive officer and director, who will carry out our marketing activities. Mr. Johnson is paid a salary of approximately $5,000 per month.
2.	We plan to continue development work on our IRMA devices in order to update the operating software to ensure compatibility with Windows Mobile 5.0 and to add three operating system patches. We anticipate spending approximately $20,000 over the next twelve months to complete this development work.
3.	We anticipate spending approximately $4,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $48,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of rent and office services, technical support and hosting services and general office expenses.
4.	We anticipate spending approximately $40,000 in completing this filing of this registration statement and becoming a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the completion of this offering.

We also anticipate that we will purchase additional IRMA devices from Flander Oy as required to fulfill orders for sales of our IRMA devices. We anticipate that revenues from sales will exceed the costs of purchasing IRMA devices. However, if sales of IRMA devices increase to the point where Flander Oy’s inventory is depleted, or if we otherwise determine to commence manufacturing to fulfill orders, then we anticipate that we would incur an upfront expense of approximately $68,000 in order to manufacture the minimum initial run of 300 IRMA devices. This expense would be incurred prior to any revenues being achieved.

As at September 30, 2005, we had cash reserves of $122,913 and a working capital deficiency of $40,737. On November 30, 2005, we converted $90,000 of loans outstanding as of September 30, 2005 into common stock, thereby reducing our current liabilities by $90,000. As at December 31, 2005, we had cash reserves of $70,665 and a working capital deficiency of $39,670. We anticipate that our planned expenditures over the next twelve months in the amount of $198,000 will exceed our cash reserves and working capital plus the amount that we anticipate deriving from sales of our IRMA devices. As we received an additional investment of $100,500 in March 2006, as described below, we anticipate that we will require financing the amount of approximately $140,000 in order to carry out our plan of operations for the next twelve months.

During the twelve month period following the date of this registration statement, we anticipate that we will not generate revenues that exceed our operating costs. We anticipate based on our current cash and working capital and our planned expenses that we will be able to continue our plan of operations over the next five months without additional financing. We believe that we will require additional financing in order to commercialize our InfraBlue Technology and the IRMA device in order to earn revenues that exceed our operating expenses. We believe that debt financing will not be an alternative for funding of our planned activities as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or debt financings that are convertible into shares of our common stock. We are presently in negotiation with a small number of investors for the advance loans that would be convertible into shares of our common stock and warrants to purchase additional shares of our common stock. We have received subscriptions from two investors who have advanced $100,500 to us as of March 13, 2006. The loans will be evidenced by convertible notes to be issued by us in accordance with the terms of the subscription agreements executed by each investor. Each convertible note will be for a two year term from the date of advance and will bear interest at an interest rate equal to the prime rate of interest for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. The convertible notes will be convertible into an aggregate of 402,000 units, with each unit being comprised of one share of our common stock and one warrant to purchase one additional share of our common stock, based upon a conversion price of $0.25 per unit. We do not have any other financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such

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financing, we may not be able to continue our plan of operations beyond the next five months and our business plan will fail. If we do not continue to obtain additional financing, we will be forced to abandon our plan of operations and our business activities.

PRESENTATION OF FINANCIAL INFORMATION

Effective August 31, 2005, we acquired 100% of the issued and outstanding shares of InfraBlue UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of InfraBlue UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of InfraBlue UK owning the majority of our issued and outstanding shares. Because Tomi Holdings Inc. (now InfraBlue (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by InfraBlue UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of InfraBlue (US) Inc. are included in our consolidated financial statements effective August 31, 2005. Our date of inception is the date of inception of InfraBlue UK, being February 18, 2004, and our financial statements are presented with reference to the date of inception of InfraBlue UK. Financial information relating to periods prior to August 31, 2005 is that of InfraBlue UK.

CRITICAL ACCOUNTING POLICIES

Development Stage Company

We are a development stage company as defined by Financial Accounting Standards No. 7. We are presently devoting all of our present efforts to establish a new business. All losses accumulated since inception have been considered as part of our development stage activities.

Revenue Recognition

We recognize revenue from sales of our IRMA devices when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable and collection is reasonably assured.

Foreign Currency Translations

Our functional currency is pounds sterling (“£”) and the U.S. dollar. Our reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:

(i)	assets and liabilities at the rate of exchange in effect at the balance sheet date;
(ii)	equity at historical rates; and
(iii)	revenue and expense items at the average rate of exchange prevailing during the period.

Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholder’s equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized as income in the period when it is realized.

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RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our audited financial statements that are included herein. References to the discussion below to fiscal 2006 are to our current fiscal year which will end on September 30, 2006. References to fiscal 2005 and fiscal 2004 are to our fiscal years ended September 30, 2005 and 2004, respectively.

	Three Months ended December 31, 2005	Three Months ended December 31, 2004	Year Ended September 30, 2005	From inception (February 18, 2004) to September 30, 2004	Cumulative from inception (February 18, 2004) to December 31, 2005
	(Unaudited)	(Unaudited)	(Audited)	(Audited)	(Audited)
Revenue	$14,583	$681	$31,958	$Nil	$46,541
Cost of Sales	($11,139)	($523)	($23,690)	$Nil	($34,829)
Gross Profit	$3,444	$158	$8,268	$Nil	$11,712
General and	($93,413)	($42,506)	($182,162)	($72,327)	($347,902)
Administrative
Expenses
Salaries and	($15,785)	($19,122)	($75,031)	($26,001)	($116,817)
Wages
Accounting and	($53,675)	($2,706)	($32,061)	($29,423)	($115,159)
Auditing
Marketing and	($3,722)	($10,755)	($28,532)	($8,695)	($40,949)
Promotion
Legal	($14,470)	($560)	($16,087)	($903)	($31,460)
Rent	($2,624)	($2,799)	($11,101)	($4,513)	($18,238)
Office and	($351)	($2,199)	($6,895)	($2,643)	($9,889)
Information
Technology
Sub-contractors	$Nil	($2,799)	($5,551)	$Nil	($5,551)
Development	$Nil	$Nil	($3,399)	$Nil	($3,399)
Travel	($32)	($1,271)	($2,238)	$Nil	($2,270)
Depreciation	($308)	($295)	($1,267)	($149)	($1,724)
Test Equipment	($1,232)	$Nil	$Nil	$Nil	($1,232)
Interest and Bank	($1,214)	$Nil	$Nil	$Nil	($1,214)
Charges

Page 40

	Three Months ended December 31, 2005	Three Months ended December 31, 2004	Year Ended September 30, 2005	From inception (February 18, 2004) to September 30, 2004	Cumulative from inception (February 18, 2004) to December 31, 2005
Other Income (Expense)
Intellectual Property	($256,954)	$Nil	$Nil	$Nil	($256,954)
Interest Expense	($111)	($45)	($340)	$Nil	($451)
Foreign Exchange               Loss	($828)	($30)	($562)	$Nil	($1,390)
Loss for the Period	($347,862)	($42,423)	($174,796)	($72,327)	($594,985)

Sales

Our sales are comprised of sales of our IRMA devices.

We experienced our initial sales of our IRMA devices during fiscal 2005. We sold 74 devices during this period.

We continued to earn revenues from sales of our IRMA devices during the first quarter of 2006. We sold 45 IRMA devices during this period.

Cost of Sales

Cost of sales is comprised of amounts that we have paid to Flander Oy for purchase of IRMA devices for resale.

Increased cost of sales during fiscal 2005 and during the first quarter of 2006 reflected our initial sales during these periods.

Gross Profit

Our gross profit during fiscal 2005 was $8,268 or 25.9% of sales.

Our gross profit during the first quarter of 2006 was $3,444 or 23.6% of sales.

Salaries and Wages

Salaries and wages are primarily comprised of salary paid to Mitchell Johnson, our sole executive officer and employee.

Increased salaries and wages during fiscal 2005 reflect the fact that Mr. Johnson joined InfraBlue UK in May 2004.

The reduction in salaries and wages for the first quarter of 2006 compared to the first quarter of 2005 resulted primarily from the fact that no shares were issued during the first quarter 2006 to Mr. Johnson under his compensation agreement, whereas compensation shares had been issued during the first three

Page 41

quarters of fiscal 2005. The decrease was also attributable to a decrease in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

Travel and Promotion

Travel and promotion expenses are comprised of travel and promotion expenses incurred in connection with travel to and from business meetings, product demonstrations and preparation of promotional materials.

Travel and promotion expenses increased during fiscal 2005 as we increased our marketing efforts to initiate sales of our IRMA devices.

Accounting and Auditing

Accounting and auditing expenses are attributable to the preparation and audit of our financial statements.

Accounting and auditing expenses increased during fiscal 2005 and during the first quarter of 2006 as a result of our consolidated annual and interim financial statements prepared in connection with the filing of a registration statement with the SEC.

Office and Information Technology

Office and information technology expenses are attributable to purchase of products including demonstration equipment, test equipment, competitor analysis and business machines.

Office and information technology expenses increases during fiscal 2005 as a result of our overall business activity and the requirement for the latest third party products for device testing.

Office and information technology expenses declined significantly during the first quarter of 2006 as compared with the first quarter of fiscal 2005 as we had completed development of our IRMA devices and are now selling IRMA devices.

Rent

Rent expense was attributable to amounts paid to Outlander Management on account of our rent of share office premises in London, England. This contract was replaced with our agreement with Azuracle in May 2005.

Intellectual Property

We expensed the intellectual property acquired in the first quarter of fiscal 2006 due to our determination that the cost of the intellectual property purchased during the current fiscal year does not meet the criteria for capitalization as set out in SFAS No. 86.

Loss from Operations

Our loss from operations increased during fiscal 2005 and during the first quarter of 2006 as a result of our increased business activity, consisting primarily of business development and marketing efforts that resulted in the initial sales of our IRMA devices. We also incurred significant legal, accounting and auditing expenses during the year in connection with the reorganization of our business. Our loss from operations for the first quarter of 2006 also increased significantly from the first quarter of 2005 due to our intellectual property expense realized during this period.

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LIQUIDITY AND CAPITAL RESOURCES

We had cash of $122,913 and working capital deficit of $40,737 as at September 30, 2005, compared to cash of $Nil and a working capital deficit of $58,644 at September 30, 2004. Subsequent to the fiscal year end, we converted $90,000 of loans outstanding as of September 30, 2005 into common stock, thereby reducing our current liabilities by $90,000. As at December 31, 2005, we had cash reserves of $70,665 and a working capital deficiency of $39,670.

Plan of Operations

We estimate that our total expenditures over the next twelve months will be approximately $198,000, as outlined above under the heading “Plan of Operations”. While this amount will be offset by any gross profits that we earn from sales of our IRMA devices, we anticipate that our cash and working capital will not be sufficient to enable us to undertake our plan of operations over the next twelve months without our obtaining additional financing. Accordingly, we anticipate that we will require additional financing in order to enable us to sustain our operations for the next twelve months, as outlined above.

Cash used in Operating Activities

We used cash of $138,186 in operating activities during fiscal 2005 and $54,513 in operating activities during the first quarter of 2006. Since inception, we have used cash of $246,671 in operating activities. We have applied cash generated from financing activities to fund cash used in operating activities.

Cash from Investing Activities

We acquired net monetary assets of $35,661 upon completion of our reverse acquisition with InfraBlue UK. We used cash of $2,089 during fiscal 2005, which was attributable to purchases of equipment.

Cash from Financing Activities

PublicLock advanced $159,065 to InfraBlue UK during fiscal 2005. This amount was converted into shares of InfraBlue UK on April 28, 2005 which shares were then exchanged for shares of our common stock upon completion of the Share Exchange Agreement on August 31, 2005. As a result, no amount of this loan was outstanding as of September 30, 2005 or December 31, 2005.

We obtained loans totalling $90,000 in August 2005 in order to enable us to complete our acquisition of InfraBlue UK. Upon the completion our acquisition of the InfraBlue Technology, the investors agreed to convert these loans into 360,000 common shares of our common stock at $0.25 per share. Accordingly no amount of these loans was outstanding as of December 31, 2005.

We had an outstanding amount payable of $31,878 to a shareholder as of September 30, 2004. During the fiscal year ended September 30, 2005, this amount was repaid. At the end of the fiscal year September 30, 2005, we have an outstanding amount payable of $3,413 to this shareholder. This amount was outstanding in the amount of $3,331 as at December 31, 2005.

During the fiscal year ended September 30, 2005, we became indebted to two separate companies with directors in common with one of our corporate shareholders. As at December 31, 2005, we owed $6,661 to one of these companies and $6,883 to the other company. These amounts payable are non-interest bearing and repayable on demand.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

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Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

REPORTS TO SECURITY HOLDERS

At this time, we are not required to provide annual reports to security holders. We will became subject to certain disclosure filing requirements under the Securities Exchange Act of 1934, as amended, upon the effectiveness of the registration statement of which this prospectus forms a part, and we intend to voluntarily register our common stock under section 12(g) of the Securities Exchange Act of 1934 upon such effectiveness. We will thereafter become subject to the requirement to file, within applicable time limits, annual reports on Form 10-KSB and quarterly reports on Form 10-QSB. In addition, we intend to file current reports on Form 8-K, as well as proxy and information statements from time to time, as required. The public will be able to read and copy any materials that we file with the Securities and Exchange Commission, at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

DESCRIPTION OF PROPERTIES

Our executive office is located at Suite 5.15, 130 Shaftesbury Avenue, London, England W1D 5EU. We occupy this premise under a contract with Azuracle Ltd., which provides us with office space in shared office premises and administration services, including telephone, reception and Internet access services in consideration of a monthly administration fee that is presently set at £500 ($866.05 based on a foreign exchange rate on November 30, 2005 of $1.7321: £1.000) per month. The administration contract is not for a defined term. We and Azuracle are each entitled to terminate the contract by delivering not less than one month’s written notice of termination to the other.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• Any of our directors or officers;
• Any person proposed as a nominee for election as a director;
• Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

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• Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

Rebecca Poncini

Rebecca Poncini, our initial director and officer, acquired 500,000 shares of our common stock at a price of $0.001 per share. Rebecca Poncini paid a total purchase price of $500 for these shares on April 8, 2005.

This agreement is described in detail above under “Organization Within Last Five Years.”

Mitchell Johnson

Mitchell Johnson is our sole officer and director. Prior to our acquisition of InfraBlue UK, Mr. Johnson was the managing director and a shareholder of InfraBlue UK. Under the share exchange agreement whereby we acquired InfraBlue UK as our wholly-owned subsidiary, Mr. Johnson received 1,416,868 shares in our company in exchange for his shares in InfraBlue UK. Upon the acquisition of InfraBlue UK, Mr. Johnson was appointed to replace Ms. Poncini as our sole officer and director.

Mitchell Johnson is party to an employment agreement with InfraBlue UK dated April 1, 2004. In addition, pursuant to a letter agreement dated April 1, 2004, as amended on July 20, 2004, InfraBlue UK appointed Mr. Johnson as a director and issued 245,000 ordinary shares to him. These shares were exchanged for 1,416,868 shares of our common stock upon completion of our acquisition of InfraBlue UK.

These agreements are described in detail above under “Organization Within Last Five Years” and “Description of Business – Corporate Organization of InfraBlue.”

PublicLock Inc.

InfraBlue UK’s initial corporate activities were funded by PublicLock. InfraBlue UK entered into a loan agreement dated October 4, 2004 with PublicLock whereby PublicLock agreed to extend a secured loan facility to InfraBlue UK in the maximum amount of £150,000 ($267,405, based on the foreign exchange rate on October 4, 2004 of $1.7827:£1.0000) . As at April 28, 2005, InfraBlue UK’s outstanding debt to PublicLock under the secured loan facility was £83,450 ($159,065, based on a foreign exchange rate on April 28, 2005 of $1.9061:£1.0000) . InfraBlue UK and PublicLock entered into a debt settlement agreement on April 28, 2005 whereby the outstanding debt was settled by the issuance to PublicLock of 1,075,000 Ordinary A shares in the capital of InfraBlue UK at a deemed value of £0.0776 per share. PublicLock subsequently exchanged these shares for shares of our common stock upon completion of the share exchange agreement on August 31, 2005.

PublicLock received 10,004,820 shares of our common stock on August 31, 2005 upon the completion of our acquisition of InfraBlue UK pursuant to the Share Exchange Agreement. These shares were issued by us in exchange for PublicLock’s shares in InfraBlue UK.

PublicLock had acquired the InfraBlue Technology effective September 12, 2003 for £150,000 ($248,400, based on the foreign exchange rate on September 12, 2003 of $1.6560:£1.0000) in cash consideration. PublicLock subsequently granted licenses to four entities on October 6, 2003, with each entity acquiring rights to exploit the InfraBlue Technology and commercialize the IRMA device in a different territory. On October 13, 2003, PublicLock sold its rights in the InfraBlue Technology and the IRMA device to the Keydata Partnership, subject to the four licenses. PublicLock entered into an agreement with the Keydata Partnership dated November 1, 2005 to purchase from Keydata Partnership a wholly-owned subsidiary that then held the intellectual rights in the InfraBlue Technology and the IRMA device. The wholly-owned subsidiary was a newly incorporated company that was incorporated for the purpose of completing the sale of the intellectual rights in the InfraBlue Technology and the IRMA device by Keydata Partnership to Publiclock.

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We purchased the InfraBlue Technology from PublicLock on November 30, 2005 pursuant to an intellectual property acquisition agreement between us and PublicLock dated November 1, 2005. This acquisition followed the purchase by PublicLock of the intellectual property from the Keydata Partnership. We issued 10,000,000 shares of our common stock to PublicLock in consideration of these intellectual property assets. PublicLock in turn paid as consideration 10,000,000 shares of our common stock to the Keydata Partnership in connection with the acquisition of the subsidiary of the Keydata Partnership that held the InfraBlue Technology. The determination of the number of shares issued for the intellectual property assets and subsequently transferred to the Keydata Partnership was determined by arms-length negotiation with the Keydata Partnership as the lowest number of shares of our common stock that the Keydata Partnership was prepared to accept as consideration for the transfer of the intellectual property assets. The Keydata Partnership was not one of our shareholders at the time of the negotiation of this transaction. Mr. Paul Carter was the representative of the Keydata Partnership in the negotiation of this transaction. Mr. Carter is not a director, officer or shareholder of either Publiclock or Infrablue.

This agreement is described in detail above under “Organization Within Last Five Years” and “Description of Business – Corporate Organization of InfraBlue.”

Outlander Management

Outlander Management entered into a services agreement with InfraBlue UK on August 4, 2004 whereby Outlander Management provided administrative, legal administration and financial services, and marketing and sales support and advice to InfraBlue UK. The administrative services included the use of shared office space. InfraBlue UK paid to Outlander Management an amount equal to £2,000 per month ($3,649.60 per month based on a foreign exchange rate on August 4, 2004 of $1.8248:£1.0000) in consideration for these services. The services agreement was terminated on April 30, 2005, at which time we entered into a new administration contract with Azuracle Ltd., as described below.

Outlander Management became one of our shareholders as a result of exchanging its original equity interest in InfraBlue UK for shares of our common stock under the share exchange agreement dated May 23, 2005. Outlander Management currently holds less than 5 percent of our issued and outstanding shares of common stock.

These agreements are described in detail above under “Organization Within Last Five Years” and “Description of Business – Corporate Organization of InfraBlue.”

Azuracle Ltd.

We entered into an administration contract with Azuracle Ltd. on May 1, 2005, under which Azuracle provides us with office space in shared office premises and administration services, including telephone, reception and Internet access services. Presently, Azuracle is charging us a monthly administration fee of £500 per month ($866.05 per month based on a foreign exchange rate on November 30, 2005 of $1.7321:£1.0000) . Azuracle’s actual operational costs will be reviewed periodically and the monthly charges may be adjusted on a prospective basis.

As at December 31, 2005, we owed $6,883 to Azuracle for rent for the period from May 1 to December 31, 2005. Azuracle is a related party to our company because it has a director in common, namely Ulrik DeBo, with Outlander Management, a promoter of our company.

This agreement is described in detail above under “Organization Within Last Five Years” and “Description of Business – Corporate Organization of InfraBlue.”

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board, subject to the effectiveness of the registration statement of which this prospectus forms a part and also subject to the registration of our common stock under section 12(g) of the Securities Exchange Act of 1934, as amended. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of March 10, 2006, we had 63 registered stockholders.

Rule 144 Shares

There are no shares of our common stock are available for resale to the public in accordance with the requirements of Rule 144 of the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.	1% of the number of shares of the company’s common stock then outstanding; or
2.	the average weekly trading volume of the company’s common stock on all national exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Registration Rights

We have not granted registration rights to the selling stockholders or to any other person.

Options, Warrants and Other Convertible Securities

We do not have any common stock subject to outstanding options or warrants, and there are no securities outstanding that are convertible into shares of our common stock.

Dividends

There are no restrictions in our articles of incorporation or by-laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business; or

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2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information as to our president and chief executive officer, Mitchell Johnson for the fiscal years ended September 30, 2005 and September 30, 2004. We do not have any other executive officers.

No other compensation was paid to Mr. Johnson other than the cash and stock compensation set forth below.

Name and Principal Position	Year	Annual Compensation			Long Term Compensation
		Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Restricted Stock Awards	Securities Underlying Options/SARS (#)	LTIP payouts ($)	All Other Compen- sation ($)
Mitchell Johnson	2005 2004	65,793 22,534	Nil Nil	3,103 (1) 1,467 (1)	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Comprised of the issuance of ordinary shares of InfraBlue UK which were subsequently exchanged for shares of our common stock upon completion of our acquisition of InfraBlue UK.

EMPLOYMENT AGREEMENTS

Mitchell Johnson provides his services as chief executive officer to us under a contract dated April 1, 2004. Mr. Johnson is obligated to devote his full business time to our business. Our contract with Mr. Johnson provides for a salary of £28,000 per annum ($48,498.80 based on a foreign exchange rate on November 30, 2005 of $1.7321:£1.000) . The contract was subsequently amended to provide for an annual salary of £32,000 ($55,427.20 based on a foreign exchange rate on November 30, 2005 of $1.7321:£1.000) effective October 1, 2004; this amendment has not yet been memorialized in writing. In addition, pursuant to a letter agreement dated April 1, 2004, as amended on July 20, 2004, InfraBlue UK appointed Mr. Johnson as a director and agreed to issue up to a maximum of 245,000 fully paid ordinary shares to him. By agreement, all 245,000 shares were issued to Mr. Johnson prior to the execution of the Share Exchange Agreement. These shares were exchanged for 1,416,868 shares of our common stock upon completion of our acquisition of InfraBlue UK. No additional shares are issuable to Mr. Johnson pursuant to these agreements.

COMPENSATION OF DIRECTORS

We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.

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STOCK OPTION GRANTS

We have never granted any stock options to our directors and officers.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

None of our directors or officers exercised any stock options (i) during our fiscal year ended September 30, 2005, or (ii) since the end of our fiscal year on September 30, 2005.

OUTSTANDING STOCK OPTIONS

Our director and officer does not hold any options to purchase any shares of our common stock.

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FINANCIAL STATEMENTS

The following financial statements of InfraBlue (US) Inc. and its predecessors listed below are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.

InfraBlue (US) Inc. (Consolidated - Audited)

• Report of Independent Registered Public Accounting Firm
• Audited annual consolidated balance sheets as at September 30, 2005 and September 30, 2004
• Audited annual consolidated statement of changes in stockholders’ deficiency for the period from incorporation (February 18, 2004) to September 30, 2005.
• Audited annual consolidated statements of operations for the year ended September 30, 2005 and for the periods from incorporation (February 18, 2004) to September 30, 2005 and 2004
• Audited annual consolidated statements of cash flows for the year ended September 30, 2005 and for the periods from incorporation (February 18, 2004) to September 30, 2005 and 2004
• Notes to interim consolidated financial statements

InfraBlue (US) Inc. (Consolidated - Unaudited)

• Interim Consolidated Balance Sheets as at December 31, 2005 (unaudited) and September 30, 2005 (audited)
• Interim Consolidated Statements of Changes in Stockholders’ Deficiency for the period from incorporation (February 18, 2004) to December 31, 2005
• Interim Consolidated Statements of Operations for the three months ended December 31, 2005 and 2004 and for the period from incorporation (February 18, 2004) to December 31, 2005
• Interim Consolidated Statements of Cash Flows for the three months ended December 31, 2005 and 2004 and for the periods from incorporation (February 18, 2004) to December 31, 2005
• Notes to Interim Consolidated Financial Statements

Tomi Holdings Inc. (Audited)

• Report of Independent Registered Public Accounting Firm
• Audited interim balance sheet as at July 31, 2005
• Audited interim statement of changes in stockholders’ equity for the period from incorporation (April 5, 2005) to July 31, 2005
• Audited interim statement of operations for the period from incorporation (April 5, 2005) to July 31, 2005
• Audited interim statement of cash flows for the period from incorporation (April 5, 2005) to July 31, 2005
• Notes to audited interim financial statements

Page 50

InfraBlue (US) Inc. (Pro Forma Consolidated – Unaudited)

• Unaudited Pro Forma Consolidated Statement of Operations for the year ended September 30, 2005
• Notes to unaudited pro forma consolidated statement of operations

Page 51

INFRABLUE (US) INC.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005 and 2004

US FUNDS

F-1

	Suite 400 - 889 West Pender Street
	Vancouver, BC Canada V6C 3B2
	Tel 604 694-6070
	Fax 604 585-8377
	info@staleyokada.com
	www.staleyokada.com

Report of Independent Registered Public Accounting Firm

To the Stockholders of Infrablue (US) Inc.:

We have audited the accompanying consolidated balance sheets of Infrablue (US) Inc. (formerly Tomi Holdings Inc.) (the “Company”) as at September 30, 2005 and 2004 and the related consolidated statements of changes in stockholders’ deficiency, operations and cash flows for each of the periods ended September 30, 2005 and 2004 and from incorporation (February 18, 2004) to September 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions of the Company as at September 30, 2005 and 2004, and the results of its operations and its cash flows for each of the periods ended September 30, 2005 and 2004 and from incorporation (February 18, 2004) to September 30, 2005, in conformity with United States generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is dependent upon financing to continue operations, had suffered recurring losses from operations and has total liabilities that exceed total assets. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	“Staley, Okada & Partners”
Vancouver, B.C., Canada	STALEY, OKADA & PARTNERS
October 28, 2005, except as to Note 11, which is as at November 30, 2005	CHARTERED ACCOUNTANTS

F-2

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 1
(A Development Stage Company)
Consolidated Balance Sheets
US Funds

		September 30,			September 30,
ASSETS		2005			2004
Current
Cash	$	122,913		$	-
Accounts Receivable		11,259			4,292
Inventory		4,629			-
		138,801			4,292
Property and Equipment (Note 3)		2,476			1,654
	$	141,277		$	5,946
LIABILITIES
Current
Accounts payable	$	15,551		$	5,335
Accrued liabilities		58,744			25,723
Accrued interest (Note 5)		599			-
Promissory notes payable (Note 5)		90,000			-
Due to related parties (Note 7)		14,644			31,878
		179,538			62,936
Going Concern (Note 1)
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Common Stock
Authorized: 100,000,000 shares with $0.001 par value
Issued and fully paid: 17,705,800 (2004 – 4,602,408) -
Statement 2 (Note 6)		17,706			4,602
Additional paid-in capital - Statement 2 (Note 6)		194,983			9,524
Allotted: Nil (2004 - 236,143)		-			236
Additional paid-in capital - Statement 2 (Note 6)		-			498
Preferred Stock
Authorized: 5,000,000 shares with $0.001 par value
Issued and fully paid: Nil		-			-
Accumulated Comprehensive Gain (Loss) - Statement 2		(3,827	)		477
Deficit – Accumulated during the development stage – Statement 2		(247,123	)		(72,327	)
		(38,261	)		(56,990	)
	$	141,277		$	5,946

- See Accompanying Notes -

F-3

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 2
(A Development Stage Company)
Consolidated Statements of Changes in Stockholders’ Deficiency
US Funds

							Deficit
							Accumulated
					Additional		During the			Accumulated			Total
	Common Stock				Paid-in		Development			Comprehensive			Stockholders'
	Shares		Amount		Capital		Stage			Gain (Loss)			Deficiency
Shares issued for cash at
$0.003 per share - April 30,
2004	4,366,265	$	4,366	$	9,027	$	-		$	-		$	13,393
Shares issued for consulting
at $0.003 per share -
August 1, 2004	236,143		236		497		-			-			733
Loss for the period	-		-		-		(72,327	)		-			(72,327	)
Foreign currency translation
adjustment	-		-		-		-			477			477
Balance - September 30, 2004
- Issued	4,602,408		4,602		9,524		(72,327	)		477			(57,724	)
Shares allotted for consulting
at $0.003 per share -
issued on November 2,	236,143		236		498		-			-			734
2004
Balance - September 30, 2004
- Issued and allotted	4,838,551		4,838		10,022		(72,327	)		477			(56,990	)
Shares issued for consulting
at $0.003 per share -
February 2, 2005	236,143		236		498		-			-			734
Shares issued for consulting
at $0.003 per share -
April 28, 2005	708,439		709		1,660		-			-			2,369
Shares issued for debt at
$0.026 per share - April 28,
2005	6,216,867		6,217		152,848		-			-			159,065
Loss for the period	-		-		-		(118,462	)		-			(118,462	)
Foreign currency translation
adjustment	-		-		-		-			(5,488	)		(5,488	)
Balance - August 31, 2005
- Issued before acquisition	12,000,000		12,000		165,028		(190,789	)		(5,011	)		(18,772	)
Acquisition of Infrablue Ltd.
- Recapitalization - August 31,
2005(Note 1)	5,705,800		5,706		29,955		-			-			35,661
Balance - August 31, 2005
- Issued post acquisition	17,705,800		17,706		194,983		(190,789	)		(5,011	)		16,889
Loss for the period	-		-		-		(56,334	)		-			(56,334	)
Foreign currency translation
adjustment	-		-		-		-			1,184			1,184
Balance - September 30, 2005	17,705,800	$	17,706	$	194,983	$	(247,123	)	$	(3,827	)	$	(38,261	)

- See Accompanying Notes -

F-4

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 3
(A Development Stage Company)
Consolidated Statements of Operations
US Funds

								Cumulative
					From			From
					Incorporation			Incorporation
		For the			February 18,			(February 18,
		Year Ended			2004 to			2004) to
		September 30,			September 30,			September 30,
		2005			2004			2005
Sales	$	31,958		$	-		$	31,958
Cost of Sales		23,690			-			23,690
Gross Profit		8,268			-			8,268
General and Administrative Expenses
Salaries and wages		75,031			26,001			101,032
Accounting and auditing		32,061			29,423			61,484
Marketing and promotion		28,532			8,695			37,227
Legal		16,087			903			16,990
Rent		11,101			4,513			15,614
Office and information technology		6,895			2,643			9,538
Sub-contractors		5,551			-			5,551
Development		3,399			-			3,399
Travel		2,238			-			2,238
Depreciation		1,267			149			1,416
		182,162			72,327			254,489
Loss from Operations		(173,894	)		(72,327	)		(246,221	)
Other Income (Expense)
Interest income (expense)		(340	)		-			(340	)
Foreign exchange loss		(562	)		-			(562	)
Loss for the Period	$	(174,796	)	$	(72,327	)	$	(247,123	)
Loss per Share – Basic and Diluted	$	(0.02	)	$	(0.02	)
Weighted Average Shares Outstanding		8,398,605			3,031,749
Comprehensive Loss
Loss for the period	$	(174,796	)	$	(72,327	)	$	(247,123	)
Foreign currency translation adjustment		(4,304	)		477			(3,827	)
Total Comprehensive Loss for the Period	$	(179,100	)	$	(71,850	)	$	(250,950	)
Comprehensive Loss per Share	$	(0.02	)	$	(0.02	)

- See Accompanying Notes -

F-5

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 4
(A Development Stage Company)
Consolidated Statements of Cash Flows
US Funds

								Cumulative
					From			From
					Incorporation			Incorporation
		For the			(February 18,			(February 18,
		Year Ended			2004) to			2004) to
		September 30,			September 30,			September 30,
		2005			2004			2005
Operating
Loss for the period	$	(174,796	)	$	(72,327	)	$	(247,123	)
Items not involving an outlay of cash:
Depreciation		1,267			149			1,416
Shares for consulting services		3,103			1,467			4,570
Accrued interest		599			-			599
Changes in non-cash working capital items:
Accounts receivable		(6,967	)		(4,292	)		(11,259	)
Inventory		(4,629	)		-			(4,629	)
Accounts payable		10,216			5,335			15,551
Accrued liabilities		22,994			25,723			48,717
		(148,213	)		(43,945	)		(192,158	)
Investing
Acquisition of property and equipment		(2,089	)		(1,803	)		(3,892	)
Cash acquired on purchase of Tomi Holdings Inc.		135,688			-			135,688
		133,599			(1,803	)		131,796
Financing
Loan from related party		159,065			-			159,065
Amounts due to related party		(17,234	)		31,878			14,644
Share issuances for cash		-			13,393			13,393
		141,831			45,271			187,102
Effect of exchange rate changes on cash and
cash equivalents		(4,304	)		477			(3,827	)
Net Increase in Cash and Cash Equivalents		122,913			-			122,913
Cash and cash equivalents - Beginning of period		-			-			-
Cash and Cash Equivalents - End of Period	$	122,913		$	-		$	122,913
Income Taxes Paid	$	-		$	-		$	-
Interest Paid	$	35		$	-		$	35

- See Accompanying Notes -

F-6

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

1.	Organization and Going Concern
	Organization
	Tomi Holdings Inc. (the "Company" or “Tomi”) was incorporated on April 5, 2005 under the laws of the State of Nevada. On October 20, 2005, the Company changed its name to Infrablue (US) Inc.
	By letter of intent dated April 18, 2005 and a Share Exchange Agreement ("Agreement") dated May 23, 2005 and as amended on June 30, 2005 and July 31, 2005 with Infrablue Ltd. ("Infrablue"), a United Kingdom corporation, wherein Tomi agreed to issue to the shareholders of Infrablue 12,000,000 Tomi shares in exchange for the 2,075,000 shares that constituted all the issued and outstanding shares of Infrablue. On August 31, 2005, Infrablue completed the reverse acquisition (“RTO”) under the Agreement with Tomi. Immediately before the date of the RTO, Tomi had 100,000,000 common shares authorized and 5,705,800 shares of common stock issued and outstanding. Pursuant to the RTO, all of the 2,075,000 issued and outstanding shares of common stock of Infrablue were exchanged for 12,000,000 Tomi shares, on an approximate 5.783 to 1 basis.
	Immediately after the RTO, the management of Infrablue took control of the board and officer positions of Tomi, constituting a change of control. Because the former owners of Infrablue gained control of Tomi, the transaction would normally have been considered a purchase by Infrablue. However, since Tomi was not carrying on a business, the transaction was not considered to be a business combination. Instead, the transaction was accounted for as a recapitalization of Infrablue and the issuance of stock by Infrablue (represented by the outstanding shares of Tomi) for the assets and liabilities of Tomi. The value of the net assets of Tomi acquired by Infrablue is the same as their historical book value, being $35,661. At the date of the acquisition, the balance sheet of Tomi was as follows:

Cash and cash equivalents	$	126,394
Due from Infrablue		9,294
Total Assets	$	135,688
Accrued liabilities	$	10,027
Promissory notes payable		90,000
Total Liabilities	$	100,027
Net Assets	$	35,661

Infrablue was incorporated February 18, 2004 and is a technology and marketing company, headquartered in London, England. The major asset of Infrablue is the license to market the Infrablue Technology (Note 11b).

F-7

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

1.	Organization and Going Concern - Continued
	The Company as at September 30, 2005, has agency exploitation agreements for the sale of a Bluetooth software and device, known as IRMA Bluetooth. This product is used by mobile professionals for connecting Smart Phones or personal digital assistants (“PDA’s”) to a projector or other type of presentation equipment. The Company intends to market its product via a three- channel strategy: trade distributors, complementary manufacture bundles and Original Equipment Manufacturer (“OEM”) sales. The trade distributor strategy targets partners with large reseller chains that have the ability to reach high volumes of end customers. Complementary manufacture bundles involve packaging the Infrablue products with other software and hardware, such as PDA’s, Smart Phones and projectors thereby presenting a united solution for the end customer. OEM licensing of the product hardware and software solutions is intended to allow the Company to distribute its products through large businesses, although OEMs will be allowed to use their own branding.
	Going Concern and Liquidity Considerations
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2005, the Company has a loss from operations of $173,894, an accumulated deficit of $247,123 and has incurred an accumulated operating cash flow deficit of $192,158 since incorporation. The Company intends to continue funding operations through sales and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next fiscal year.
	Thereafter, the Company will be required to seek additional funds, either through sales and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future private placement offerings.
	These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2.	Significant Accounting Policies
	a)	Basis of Consolidation
		These consolidated financial statements include the accounts of Infrablue Ltd. since its incorporation on February 18, 2004 and Infrablue (US) Inc. since the reverse acquisition on August 31, 2005 (Note 1). All intercompany balances and transactions have been eliminated.
	b)	Fiscal Period
		The Company’s fiscal year ends on September 30.

F-8

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	c)	Risks and Uncertainties
		The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.
	d)	Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.
	e)	Development Stage Company
		The Company is a development stage company as defined by Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception has been considered as part of the Company’s development stage activities.
	f)	Cash and Cash Equivalents
		Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
	g)	Property and Equipment and Depreciation
		Property and equipment are stated at cost. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets as follows:

	Estimated useful life (in years)
Office and computer equipment	3

	Maintenance, repairs and minor renewals are charged directly to the statement of operations as incurred. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the financial statements and any resulting gain or loss is included in the statement of operations.
h)	Long Lived Assets
	Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable or at least at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.

F-9

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	i)	Inventory
		Inventory is stated at the lower of cost or market. Cost includes all costs of purchase, cost of conversion and other costs incurred in bringing the inventory to its present location and condition, and is calculated using the weighted average method. The Company evaluates its inventory on every reporting period and makes necessary adjustments. The Company writes down its inventory for estimated lower of cost or market, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. Other factors influencing these write downs include: rapid technological changes, product life cycle and product pricing. The write-down of inventory to its net realizable value is charged to income before taxes in the period of the write-down.
	j)	Revenue Recognition
		Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured. Revenue derived from the sale of services is initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.
		Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.
	k)	Foreign Currency Translations
		The Company’s functional currencies are pounds sterling ("GBP") and the U.S. dollar. The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:
		i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date,
		ii)	Equity at historical rates, and
		iii)	Revenue and expense items at the average rate of exchange prevailing during the period.
		Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.
	l)	Advertising
		The Company expenses the cost of advertising when incurred. Advertising expenses are included with marketing and promotion in general and administrative expenses in the accompanying statements of operations.
	m)	Shipping and Handling Charges
		Shipping and handling costs are included in cost of goods sold in the accompanying statements of operations in accordance with Emerging Issues Task Force ("EITF") No. 00-10, "Accounting for Shipping and Handling Fees and Costs".

F-10

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	n)	Income Taxes
		Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be recovered.
	o)	Fair Value of Financial Instruments
		The Company’s financial instruments consist of cash, accounts receivable, accounts payable, amounts due to related parties and promissory notes payable. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
	p)	Concentrations and Credit Risk
		The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of amounts due to related parties. The Company’s existence and survival presently depends on its on maintaining a good standing of its licence to the intellectual property (Note 4).
	q)	Derivative Financial Instruments
		The Company was not a party to any derivative financial instruments during any of the reported fiscal periods.
	r)	Segment Reporting
		SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information,” changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company currently operates in two segments, Western Europe and the United States (Note 9).

F-11

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	s)	Stock-Based Compensation
		The Company accounts for stock-based compensation issued to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion (“APB”) No. 25 "Accounting for Stock Issued to Employees". Under the intrinsic value method, compensation is the excess, if any, of the fair value of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. Compensation, if any, is recognized over the applicable service period, which is usually the vesting period. The Financial Accounting Standards Board ("FASB") has issued SFAS No. 123 "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123” and interpreted by FASB Interpretation No. ("FIN") 44, "Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB 25.” This standard, if fully adopted, changes the method of accounting for all stock-based compensation to the fair value method. For stock options and warrants, fair value is determined using an option pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option or warrant and the annual rate of quarterly dividends. Compensation expense, if any, is recognized over the applicable service period, which is usually the vesting period.
		The adoption of the accounting methodology of SFAS No. 123 for employees is optional and the Company has elected to continue accounting for stock-based compensation issued to employees using APB 25; however, pro forma disclosures, as if the Company had adopted the cost recognition requirements under SFAS No. 123, are required to be presented.
	t)	Comprehensive Income
		SFAS No. 130, "Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.
	u)	Loss per Share
		The Company computes net loss per common share using SFAS No. 128 "Earnings Per Share." Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at September 30, 2005. The Company has incurred net losses and has no potentially dilutive common shares, therefore; basic and diluted loss per share are the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.
	v)	Treasury Stock
		The Company accounts for acquisitions of treasury stock under the cost method. Treasury stock is recorded as a separate component of stockholders' equity at cost, and paid-in capital accounts are not adjusted until the time of sale, retirement or other disposition.

F-12

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	w)	Software Costs
		The Company’s policy is that software development costs related to the product line are charged to expense as incurred in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”
		Costs for internal use software, whether developed or obtained, are assessed to determine whether they should be capitalized or expensed in accordance with American Institute of Certified Public Accountants' Statement ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Capitalized software costs, if any, will be reflected as property and equipment on the balance sheet.
	x)	Obligations Under Capital Leases
		Leases are classified as either capital or operating. Leases that transfer substantially all of the benefits and risks of ownership of property to the company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded with its related long-term financing. As at the current period-end, the Company does not have any capital lease obligations. Payments under operating leases are expensed as incurred.
	y)	Recently Adopted Accounting Standards
		In May 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20, “Accounting Changes,” and supersedes FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements – an amendment of APB Opinion No. 28.” SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period- specific effects of an accounting change on one or more individual prior periods presented, SFAS 154 requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, SFAS 154 requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the provisions of SFAS 154 will have a significant impact on its results of operations.
		In December 2004, the FASB issued SFAS 153, “Exchanges of Non-Monetary Assets,” an amendment of APB 29. This statement amends APB 29, which is based on the principle that exchanges of non-monetary assets should be measured at the fair value of the assets exchanged with certain exceptions. SFAS 153 eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning on or after June 15, 2005. The Company does not expect the provisions of SFAS 153 will have a significant impact on its results of operations.

F-13

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

2.	Significant Accounting Policies – Continued
	y)	Recently Adopted Accounting Standards – Continued
		In December 2004, the FASB issued SFAS No. 123R, “Share Based Payment.” SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.”
		SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In November 2004, the FASB issued SFAS No.151, “Inventory Costs, an amendment of ARB No.43, Chapter 4.” This statement is effective for fiscal years beginning after June 15, 2005, therefore it will become effective for the Company beginning October 1, 2005 . This standard clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted material should be expensed as incurred and not included in overhead. In addition, this standard requires that the allocation of fixed production overhead costs to inventory be based on the normal capacity of the production facilities. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

F-14

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

3.	Property and Equipment
	Details are as follows:

						Net Book		Net Book
						Value		Value
				Accumulated		September 30,		September 30,
		Cost		Depreciation		2005		2004
Office and computer equipment	$	3,892	$	1,416	$	2,476	$	1,654

4.	Agency Exploitation Agreement
	By agency exploitation agreement dated March 30, 2004, between the Company and third party licensors, the Company is allowed to use, deal with and exploit the intellectual property rights for the IRMA Bluetooth technology in the regions of Australia, Asia, Europe, United States and Canada. As consideration the Company will pay 25% of the gross income from the exploitation of those rights. The Company warrants to the licensors that the total gross income from the exploitation of the rights in any calendar quarter shall not be less than $814,150 (GBP448,000) during the first three years of the agreement (not achieved). The agreement can be terminated by the licensors at any time with 30 business days notice. Subsequent to year-end, the intellectual property was purchased by the Company (Note 11b) and the agency exploitation agreement was cancelled (Note 11c).
5.	Promissory Notes Payable
	During the current year, the Company received $90,000 in cash evidenced by promissory notes. These Notes bear interest at the US bank prime rate and are payable on demand. As at September 30, 2005, there was $599 of accrued interest recorded in these financial statements.
6.	Capital Stock
	a)	The number of shares outstanding presented in these financial statements relating to share transactions taking place prior to August 31, 2005 has been restated to reflect the approximate 5.783:1 ratio based upon the 12,000,000 shares issued on August 31, 2005 to acquire the 2,075,000 shares of Infrablue Ltd.
	b)	During the year, the Company issued Nil (2004 - 4,366,265) shares of common stock for total cash consideration of $Nil (2004 - $13,393).
	c)	On April 30, 2004, the Company split its stock on a 100 new for 1 old basis. Common shares issued prior to the effective date of the stock split have been restated to reflect the stock split ratio.
	d)	During the year, the Company issued 944,582 (2004 – 236,143) and allotted Nil (2004 - 236,143) of common stock to the Managing Director for consulting and employment services (Note 7b). The shares were recorded at $3,103 (2004 - $1,467) being the fair value at the time of issuance.

F-15

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

6.	Capital Stock – Continued
	e)	By agreement dated April 28, 2005, the Company issued 6,216,867 common shares in full settlement of $159,065 of debt owed to the majority shareholder (Note 8).
	f)	There were no warrants or stock options granted during the current period and none were outstanding as at September 30, 2005 and 2004.
7.	Related Party Balances and Transactions
	a)	The amounts due to related parties of $14,644 (2004 - $31,878) are non-interest bearing and due on demand. Included in due to related parties are $3,413 (2004 - $31,878) with a shareholder of the Company, $6,824 (2004 - $Nil) and $4,407 (2004 - $Nil) owing to two separate companies with directors in common with a corporate shareholder of the Company.
	b)	By employment agreement dated April 1, 2004 and amended July 20, 2004, the Company agreed to pay the Managing Director $51,618 (GBP28,000) per annum plus 236,143 common shares every three months to a maximum of 1,416,868 shares. During the period, $68,896 (2004 - $24,000) was paid to the Managing Director, of which $65,793 (2004 - $22,534) was in cash and $3,103 (2004 - $1,467) was from the issuance of 944,582 (2004 - 236,143) and the allotment of Nil (2004 - 236,143) shares.
	c)	During the current period, the Company paid or accrued the following fees:
		i)	$5,181 (2004 - $3,610) for accounting; $1,295 (2004 - $903) for legal; $2,775 (2004 - $9,026) for marketing and promotion; $6,476 (2004 - $4,513) for rent; $4,533 (2004 - $Nil) for office and $Nil (2004 - $1,805) for salaries and wages to a company that is a shareholder of the Company; and
		ii)	$4,625 (2004 - $Nil) for rent to a company with directors in common with a corporate shareholder of the Company.
8.	Loan Payable to Related Party
	By agreement dated October 4, 2004, the Company entered into a loan agreement with the majority shareholder whereby the shareholder would make available up to $269,655 (GBP150,000). The facility was available in tranches of $53,931 (GBP30,000) every three months. The facility was to be paid, including all accrued interest, by April 1, 2007 and bore interest at 6% per annum above the Svenska Handelsbanken Plc base rate or 10% per annum whichever is greater. During the first eighteen months from the date of the agreement, the loan was interest free. As security the shareholder had a first charge debenture agreement for all Company assets. By agreement dated April 28, 2005, the Company settled the full amount of the loan, being $159,065 with the issuance of 6,216,867 common shares. The loan facility was cancelled at that time.

F-16

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

9.	Segmented Information
	Details on a geographic basis as at September 30, 2005 are as follows:

		Western
		Europe			U.S.A.			Total
Assets	$	37,455		$	103,822		$	141,277
Revenue	$	31,958		$	-		$	31,958
Loss for the year	$	(156,724	)	$	(18,072	)	$	(174,796	)

Details on a geographic basis as at September 30, 2004 are as follows:

		Western
		Europe			U.S.A.		Total
Assets	$	5,946		$	-	$	5,946
Revenue	$	-		$	-	$	-
Loss for the year	$	(72,327	)	$	-	$	(72,327	)

10.	Income Taxes
	The Company has incurred non-capital losses for UK tax purposes of approximately $229,000, which may be carried forward indefinitely and used to reduce taxable income of future years. The Company also had accumulated net operating losses for U.S. federal income tax purposes of approximately $63,000, which may be carried forward until 2025 and used to reduce taxable income of future years.
	Details of future income tax assets:

		September 30,			September 30,
Future income tax assets:		2005			2004
Non-capital tax loss	$	90,000		$	21,690
Valuation allowance		(90,000	)		(21,690	)
	$	-		$	-

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.

F-17

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

US Funds

11.	Subsequent Events
	a)	By agreement dated November 30, 2005, the Company entered into a debt conversion agreement whereby the Company agreed to issue 360,000 common shares valued at $0.25 per share in full settlement of a $90,000 loan advanced to the company.
	b)	By agreement dated November 1, 2005, the Company acquired on November 30, 2005, from its majority stockholder, the Infrablue Technology by issuing 10,000,000 common shares of the Company. The Infrablue Technology is comprised of a suite of software programs and a computer peripheral device that enables users to make presentations wirelessly, directly from a personal digital assistant (“PDA”) or mobile smartphone to a projector. The acquisition is a related party transaction; therefore, the intellectual property will be recorded in the Company’s books in the amount equal to the costs of acquiring and developing the Infrablue Technology by the majority stockholder. The value assigned was $256,954 (GBP150,000), which is the actual amount paid by the majority stockholder when they acquired it from a third party. This amount will be expensed, as it does not meet the criteria for capitalization as set out in SFAS No. 86. Based on the Company’s initial public offering price of $0.25 per share, the value of the 10,000,000 common shares issued on acquisition of the Infrablue Technology was $2,500,000.
	c)	On November 30, 2005, the Agency Exploitation Agreement dated March 30, 2004, between the Company and third party licensors has been cancelled.

12.	Non-Cash Transactions
	The following is a schedule of non-cash investing and financing transactions:

						Cumulative
				From		From
				Incorporation		Incorporation
		For the		(February 18,		(February 18,
		Year Ended		2004) to		2004) to
		September 30,		September 30,		September 30,
		2005		2004		2005
Shares issued for acquisition of Infrablue Ltd.	$	35,661	$		$	35,66
Shares issued to related party for debt	$	159,065	$		$	159,06
Shares issued for consulting services	$	3,103	$	1,467	$	4,57
Shares issued for acquisition of assets and
liabilities of Tomi Holdings Inc.:
Due from Infrablue Ltd.	$	9,294	$		$	9,29
Accrued liabilities	$	10,027	$		$	10,02
Promissory notes payable	$	90,000	$		$	90,00

F-18

INFRABLUE (US) INC.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005

US FUNDS
(Unaudited)

F-19

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 1
(A Development Stage Company)
Interim Consolidated Balance Sheet
US Funds

		As at
		December 31,			As at
		2005			September 30,
ASSETS		(Unaudited)			2005
Current
Cash	$	70,665		$	122,913
Accounts Receivable		13,058			11,259
Inventory		11,909			4,629
		95,632			138,801
Property and Equipment (Note 3)		2,186			2,476
	$	97,818		$	141,277
LIABILITIES
Current
Accounts payable	$	69,299		$	15,551
Accrued liabilities		49,128			58,744
Accrued interest (Note 5)		-			599
Promissory notes payable (Note 5)		-			90,000
Due to related parties (Note 7)		16,875			14,644
		135,302			179,538
Going Concern (Note 1)
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Common Stock
Authorized: 100,000,000 shares with $0.001 par value
Issued and fully paid: 28,065,800 (September 30, 2005 –
17,705,800) - Statement 2 (Note 6)		28,066			17,706
Additional paid-in capital - Statement 2 (Note 6)		533,210			194,983
Preferred Stock
Authorized: 5,000,000 shares with $0.001 par value
Issued and fully paid: Nil		-			-
Accumulated Comprehensive Loss - Statement 2		(3,775	)		(3,827	)
Deficit – Accumulated during the development stage – Statement 2		(594,985	)		(247,123	)
		(37,484	)		(38,261	)
	$	97,818		$	141,277

- See Accompanying Notes -

F-20

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 2
(A Development Stage Company)
Interim Consolidated Statements of Changes in Stockholders’ Deficiency
US Funds
(Unaudited)

							Deficit
							Accumulated
					Additional		During the			Accumulated			Total
	Common Stock				Paid-in		Development			Comprehensive			Stockholders'
	Shares		Amount		Capital		Stage			Gain (Loss)			Deficiency
Shares issued for cash at $0.003 per
share – April 30, 2004	4,366,265	$	4,366	$	9,027	$	-		$	-		$	13,393
Shares issued for consulting at
$0.003 per share - August 1, 2004	236,143		236		497		-			-			733
Loss for the period	-		-		-		(72,327	)		-			(72,327	)
Foreign currency translation
adjustment	-		-		-		-			477			477
Balance - September 30, 2004 –
Issued	4,602,408		4,602		9,524		(72,327	)		477			(57,724	)
Shares allotted for consulting at
$0.003 per share - issued on
November 2, 2004	236,143		236		498		-			-			734
Balance - September 30, 2004 - Issued
and allotted	4,838,551		4,838		10,022		(72,327	)		477			(56,990	)
Shares issued for consulting at
$0.003 per share - February 2, 2005	236,143		236		498		-			-			734
Shares issued for consulting at
$0.003 per share - April 28, 2005	708,439		709		1,660		-			-			2,369
Shares issued for debt at $0.026 per
share – April 28, 2005	6,216,867		6,217		152,848		-			-			159,065
Loss for the period	-		-		-		(118,462	)		-			(118,462	)
Foreign currency translation
adjustment	-		-		-		-			(5,488	)		(5,488	)
Balance - August 31, 2005
- Issued before acquisition	12,000,000		12,000		165,028		(190,789	)		(5,011	)		(18,772	)
Acquisition of Infrablue Ltd.
- Recapitalization (Note 1)	5,705,800		5,706		29,955		-			-			35,661
Balance - August 31, 2005
- Issued post acquisition	17,705,800		17,706		194,983		(190,789	)		(5,011	)		16,889
Loss for the period	-		-		-		(56,334	)		-			(56,334	)
Foreign currency translation
adjustment	-		-		-		-			1,184			1,184
Balance - September 30, 2005	17,705,800		17,706		194,983		(247,123	)		(3,827	)		(38,261	)
Shares issued for debt at $0.25 per
share – November 30, 2005	360,000		360		91,273		-			-			91,633
Shares issued for intellectual
property at $0.026 per share –
November 30, 2005	10,000,000		10,000		246,954		-			-			256,954
Loss for the period	-		-		-		(347,862	)		-			(347,862	)
Foreign currency translation
adjustment	-		-		-		-			52			52
Balance – December 31, 2005
(Unaudited)	28,065,800	$	28,066	$	533,210	$	(594,985	)	$	(3,775	)	$	(37,484	)

- See Accompanying Notes -

F-21

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 3
(A Development Stage Company)
Interim Consolidated Statements of Operations
US Funds
(Unaudited)

								From
		For the Three			For the Three			Incorporation
		Months Ended			Months Ended			(February 18, 2004)
		December 31,			December 31,			to December 31,
		2005			2004			2005
Sales	$	14,583		$	681		$	46,541
Cost of Sales		11,139			523			34,829
Gross Profit		3,444			158			11,712
General and Administrative Expenses
Accounting and auditing		53,675			2,706			115,159
Salaries and wages		15,785			19,122			116,817
Legal		14,470			560			31,460
Marketing and promotion		3,722			10,755			40,949
Rent		2,624			2,799			18,238
Test equipment		1,232			-			1,232
Interest and bank charges		1,214			-			1,214
Office and information technology		351			2,199			9,889
Depreciation		308			295			1,724
Travel		32			1,271			2,270
Sub-contractors		-			2,799			5,551
Development		-			-			3,399
		93,413			42,506			347,902
Other Expenses
Intellectual property (Note 4)		256,954			-			256,954
Interest expense		111			45			451
Foreign exchange loss		828			30			1,390
Loss for the Period	$	(347,862	)	$	(42,423	)	$	(594,985	)
Loss per Share – Basic and Diluted	$	(0.02	)	$	(0.01	)
Weighted Average Shares Outstanding		21,309,278			4,753,845
Comprehensive Loss
Loss for the period	$	(347,862	)	$	(42,423	)	$	(594,985	)
Foreign currency translation adjustment		52			(5,333	)		(3,775	)
Total Comprehensive Loss for the
Period	$	(347,810	)	$	(47,756	)	$	(598,760	)
Comprehensive Loss per Share	$	(0.02	)	$	(0.01	)

- See Accompanying Notes -

F-22

Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)	Statement 4
(A Development Stage Company)
Interim Consolidated Statements of Cash Flows
US Funds
(Unaudited)

								From
		For the Three			For the Three			Incorporation
		Months Ended			Months Ended			(February 18, 2004)
		December 31,			December 31,			to December 31,
		2005			2004			2005
Operating
Loss for the period	$	(347,862	)	$	(42,423	)	$	(594,985	)
Items not involving an outlay of cash:
Depreciation		308			295			1,724
Shares for consulting services		-			-			4,570
Accrued interest		1,034			-			1,633
Shares for intellectual property		256,954			-			256,954
Changes in non-cash working capital
items:
Accounts receivable		(1,799	)		4,292			(13,058	)
Prepaid expenses		-			(464	)		-
Inventory		(7,280	)		(808	)		(11,909	)
Accounts payable		53,748			27,575			69,299
Accrued liabilities		(9,616	)		6,183			39,101
		(54,513	)		(5,350	)		(246,671	)
Investing
Acquisition of property and equipment		(18	)		(2,092	)		(3,910	)
Cash acquired on purchase of Tomi
Holdings Inc.		-			-			135,688
		(18	)		(2,092	)		131,778
Financing
Loan from related party		-			102,977			159,065
Amounts due to related party		2,231			(31,878	)		16,875
Share issuances for cash		-			-			13,393
		2,231			71,099			189,333
Effect of exchange rate changes on cash		52			(5,333	)		(3,775	)
Net Increase (Decrease) in Cash		(52,248	)		58,324			70,665
Cash – Beginning of period		122,913			-			-
Cash – End of Period	$	70,665		$	58,324		$	70,665
Income Taxes Paid	$	-		$	-		$	-
Interest Paid	$	111		$	45		$	146

- See Accompanying Notes -

F-23

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

1.	Organization and Going Concern
	Organization
	Tomi Holdings Inc. (the "Company" or “Tomi”) was incorporated on April 5, 2005 under the laws of the State of Nevada. On October 20, 2005, the Company changed its name to Infrablue (US) Inc.
	By letter of intent dated April 18, 2005 and a Share Exchange Agreement ("Agreement") dated May 23, 2005 and as amended on June 30, 2005 and July 31, 2005 with Infrablue Ltd. ("Infrablue"), a United Kingdom corporation, wherein Tomi agreed to issue to the shareholders of Infrablue 12,000,000 Tomi shares in exchange for the 2,075,000 shares that constituted all the issued and outstanding shares of Infrablue. On August 31, 2005, Infrablue completed the reverse acquisition (“RTO”) under the Agreement with Tomi. Immediately before the date of the RTO, Tomi had 100,000,000 common shares authorized and 5,705,800 shares of common stock issued and outstanding. Pursuant to the RTO, all of the 2,075,000 issued and outstanding shares of common stock of Infrablue were exchanged for 12,000,000 Tomi shares, on an approximate 5.783 to 1 basis.
	Immediately after the RTO, the management of Infrablue took control of the board and officer positions of Tomi, constituting a change of control. Because the former owners of Infrablue gained control of Tomi, the transaction would normally have been considered a purchase by Infrablue. However, since Tomi was not carrying on a business, the transaction was not considered to be a business combination. Instead, the transaction was accounted for as a recapitalization of Infrablue and the issuance of stock by Infrablue (represented by the outstanding shares of Tomi) for the assets and liabilities of Tomi. The value of the net assets of Tomi acquired by Infrablue is the same as their historical book value, being $35,661. At the date of the acquisition, the balance sheet of Tomi was as follows:

Cash	$	126,394
Due from Infrablue		9,294
Total Assets	$	135,688
Accrued liabilities	$	10,027
Promissory notes payable		90,000
Total Liabilities	$	100,027
Net Assets	$	35,661

Infrablue was incorporated February 18, 2004 and is a technology and marketing company, headquartered in London, England. The major asset of Infrablue is the license to market the Infrablue Technology.

F-24

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

1.	Organization and Going Concern - Continued
	The Company as at December 31, 2005, has the rights for the sale of a Bluetooth software and device, known as IRMA Bluetooth. This product is used by mobile professionals for connecting Smart Phones or personal digital assistants (“PDA’s”) to a projector or other type of presentation equipment. The Company intends to market its product via a three-channel strategy: trade distributors, complementary manufacture bundles and Original Equipment Manufacturer (“OEM”) sales. The trade distributor strategy targets partners with large reseller chains that have the ability to reach high volumes of end customers. Complementary manufacture bundles involve packaging the Infrablue products with other software and hardware, such as PDA’s, Smart Phones and projectors thereby presenting a united solution for the end customer. OEM licensing of the product hardware and software solutions is intended to allow the Company to distribute its products through large businesses, although OEMs will be allowed to use their own branding.
	Going Concern and Liquidity Considerations
	The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information and in accordance with Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended December 31, 2005 are not necessarily indicative of the results that may be expected for the year ended September 30, 2006.
	The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2005, the Company has a working capital deficiency of $39,670, an accumulated deficit of $594,985 and has incurred an accumulated operating cash flow deficit of $246,671. The Company intends to fund operations through sales and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next fiscal year.
	Thereafter, the Company will be required to seek additional funds, either through sales and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future private placement offerings.
	These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-25

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies
	a)	Basis of Consolidation
		These interim consolidated financial statements include the accounts of Infrablue Ltd. since its incorporation on February 18, 2004 and Infrablue (US) Inc. since the reverse acquisition on August 31, 2005 (Note 1). All intercompany balances and transactions have been eliminated.
	b)	Fiscal Period
		The Company’s fiscal year ends on September 30.
	c)	Risks and Uncertainties
		The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.
	d)	Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.
	e)	Development Stage Company
		The Company is a development stage company as defined by Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception has been considered as part of the Company’s development stage activities.
	f)	Cash and Cash Equivalents
		Cash equivalents consist of highly liquid debt instruments purchased with an initial maturity of three months or less.
	g)	Property and Equipment and Depreciation
		Property and equipment are stated at cost. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets as follows:

	Estimated useful life (in years)
Office and computer equipment	3

Maintenance, repairs and minor renewals are charged directly to the statement of operations as incurred. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the financial statements and any resulting gain or loss is included in the statement of operations.

F-26

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	h)	Long Lived Assets
		Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable or at least at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.
	i)	Inventory
		Inventory is stated at the lower of cost or market. Cost includes all costs of purchase, cost of conversion and other costs incurred in bringing the inventory to its present location and condition, and is calculated using the weighted average method.
		The Company evaluates its inventory on every reporting period and makes necessary adjustments. The Company writes down its inventory for estimated lower of cost or market, obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. Other factors influencing these write downs include: rapid technological changes, product life cycle and product pricing. The write-down of inventory to its net realizable value is charged to income before taxes in the period of the write-down.
	j)	Revenue Recognition
		Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured. Revenue derived from the sale of services is initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.
		Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.

F-27

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	k)	Foreign Currency Translations
		The Company’s functional currency is pounds sterling ("GBP"). The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:
		i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date,
		ii)	Equity at historical rates, and
		iii)	Revenue and expense items at the average rate of exchange prevailing during the period.
		Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.
	l)	Advertising
		The Company expenses the cost of advertising when incurred. Advertising expenses are included with marketing and promotion in the general and administrative expenses in the accompanying statements of operations.
	m)	Shipping and Handling Charges
		Shipping and handling costs are included in cost of goods sold in the accompanying statements of operations in accordance with Emerging Issues Task Force ("EITF") No. 00-10, "Accounting for Shipping and Handling Fees and Costs".
	n)	Income Taxes
		Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be recovered.
	o)	Fair Value of Financial Instruments
		The Company’s financial instruments consist of cash, accounts receivable, accounts payable and amounts due to related parties. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

F-28

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	p)	Concentrations and Credit Risk
		The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of amounts due to related parties.
	q)	Derivative Financial Instruments
		The Company was not a party to any derivative financial instruments during any of the reported fiscal periods.
	r)	Segment Reporting
		SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information,” changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company currently operates in two segments, Western Europe and the United States (Note 9).
	s)	Stock-Based Compensation
		The Company accounts for stock-based compensation issued to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion (“APB”) No. 25 "Accounting for Stock Issued to Employees". Under the intrinsic value method, compensation is the excess, if any, of the fair value of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. Compensation, if any, is recognized over the applicable service period, which is usually the vesting period. The Financial Accounting Standards Board ("FASB") has issued SFAS No. 123 "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123” and interpreted by FASB Interpretation No. ("FIN") 44, "Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB 25.” This standard, if fully adopted, changes the method of accounting for all stock-based compensation to the fair value method. For stock options and warrants, fair value is determined using an option pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option or warrant and the annual rate of quarterly dividends. Compensation expense, if any, is recognized over the applicable service period, which is usually the vesting period.
		The adoption of the accounting methodology of SFAS No. 123 for employees is optional and the Company has elected to continue accounting for stock-based compensation issued to employees using APB 25; however, pro forma disclosures, as if the Company had adopted the cost recognition requirements under SFAS No. 123, are required to be presented.
	t)	Comprehensive Income
		SFAS No. 130, "Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.

F-29

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	u)	Loss per Share
		The Company computes net loss per common share using SFAS No. 128 "Earnings Per Share." Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at December 31, 2005. The Company has incurred net losses and has no potentially dilutive common shares, therefore; basic and diluted loss per share are the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.
	v)	Treasury Stock
		The Company accounts for acquisitions of treasury stock under the cost method. Treasury stock is recorded as a separate component of stockholders' equity at cost, and paid-in capital accounts are not adjusted until the time of sale, retirement or other disposition.
	w)	Software Costs
		The Company’s policy is that software development costs related to the product line are charged to expense as incurred in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”
		Costs for internal use software, whether developed or obtained, are assessed to determine whether they should be capitalized or expensed in accordance with American Institute of Certified Public Accountants' Statement ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Capitalized software costs, if any, will be reflected as property and equipment on the balance sheet.
	x)	Obligations Under Capital Leases
		Leases are classified as either capital or operating. Leases that transfer substantially all of the benefits and risks of ownership of property to the company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded with its related long-term financing. As at the current period-end, the Company does not have any capital lease obligations. Payments under operating leases are expensed as incurred.

F-30

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	y)	Recently Adopted Accounting Standards
		In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.” This statement permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. In addition, SFAS 155 clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. SFAS 155 amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In May 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20, “Accounting Changes,” and supersedes FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements – an amendment of APB Opinion No. 28.” SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period- specific effects of an accounting change on one or more individual prior periods presented, SFAS 154 requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, SFAS 154 requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The company does not expect the provisions of SFAS 154 will have a significant impact on its results of operations
		In December 2004, the FASB issued SFAS 153, “Exchanges of Non-Monetary Assets,” an amendment of APB 29. This statement amends APB 29, which is based on the principle that exchanges of non-monetary assets should be measured at the fair value of the assets exchanged with certain exceptions. SFAS 153 eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning on or after June 15, 2005. The company does not expect the provisions of SFAS 153 will have a significant impact on its results of operations.

F-31

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

2.	Significant Accounting Policies – Continued
	y)	Recently Adopted Accounting Standards – Continued
		In December 2004, the FASB issued SFAS No. 123R, “Share Based Payment.” SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.”
		SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In November 2004, the FASB issued SFAS No.151, “Inventory Costs, an amendment of ARB No.43, Chapter 4.” This statement is effective for fiscal years beginning after June 15, 2005; therefore, it became effective for the Company beginning October 1, 2005. This standard clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted material should be expensed as incurred and not included in overhead. In addition, this standard requires that the allocation of fixed production overhead costs to inventory be based on the normal capacity of the production facilities. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.

F-32

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

3.	Property and Equipment
	Details are as follows:

						Net Book
						Value
				Accumulated		December 31,
		Cost		Depreciation		2005
Office and computer equipment	$	3,910	$	1,724	$	2,186

						Net Book
						Value
				Accumulated		September 30,
		Cost		Depreciation		2005
Office and computer equipment	$	3,892	$	1,416	$	2,476

4.	Agency Exploitation Agreement
	By agency exploitation agreement dated March 30, 2004, between the Company and third party licensors, the Company is allowed to use, deal with and exploit the intellectual property rights for the IRMA Bluetooth technology in the regions of Australia, Asia, Europe, United States and Canada. On November 30, 2005, the intellectual property was purchased by the Company and the agency exploitation agreement was cancelled.
	The purchase of the intellectual property was pursuant to an agreement dated November 1, 2005, whereby the Company acquired from its majority stockholder, the Infrablue Technology by issuing 10,000,000 common shares. The Infrablue Technology is comprised of a suite of software programs and a computer peripheral device that enables users to make presentations wirelessly, directly from a personal digital assistant (“PDA”) or mobile smartphone to a projector. The acquisition is a related party transaction; therefore, the intellectual property was recorded in the Company’s books in the amount equal to the costs of acquiring and developing the Infrablue Technology by the majority stockholder. The value assigned was $256,954 (GBP150,000), which is the actual amount paid by the majority shareholder when they acquired it from a third party. This amount was expensed, as it does not meet the criteria for capitalization as set out in SFAS No. 86.

5.

Promissory Notes Payable

During the prior year, the Company received $90,000 in cash by issuing promissory notes. These notes bear interest at the US bank prime rate and are payable on demand. The Company cancelled the loans when it entered into debt conversion agreements dated November 30, 2005, whereby the Company issued 360,000 common shares valued at $0.25 per share in full settlement of the $90,000 plus related interest of $1,633 (September 30, 2005 – accrued $599).

F-33

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

6. Capital Stock

a)	The number of shares outstanding presented in these financial statements relating to share transactions taking place prior to August 31, 2005 has been restated to reflect the approximate 5.783:1 ratio based upon the 12,000,000 shares issued on August 31, 2005 to acquire the 2,075,000 shares of Infrablue Ltd. (Note 1).
b)	During the year ended September 30, 2004, the Company split its stock on a 100 new for 1 old basis. Common shares issued prior to the effective date of the stock split have been restated to reflect the stock split ratio.
c)	During the current period, the Company issued Nil (September 30, 2005 – 944,582, September 30, 2004 – 236,143) and allotted Nil (September 30, 2005 – Nil, September 30, 2004 - 236,143) of common stock to the Managing Director for consulting and employment services (Note 7b). The shares were recorded at $Nil (September 30, 2005 – $3,103, September 30, 2004 - $1,467) being the fair value at the time of issuance.
d)	By agreement dated April 28, 2005, the Company issued 6,216,867 common shares in full settlement of $159,065 of debt owed to the majority shareholder (Note 8).
e)	On November 30, 2005, the Company issued 360,000 common shares at $0.25 per share in full settlement of the $90,000 promissory notes payable and related interest of $1,633 (Note 5).
f)	On November 30, 2005, the Company issued 10,000,000 common shares at $0.026 per share as consideration for the acquisition of the Infrablue Technology from its majority stockholder (Note 4).

There were no warrants or stock options granted during the current period and none were outstanding as at December 31, 2005 and 2004.

7.	Related Party Balances and Transactions
	Related party transactions not disclosed elsewhere in these financial statements are as follows:
	a)	The amounts due to related parties of $16,875 (September 30, 2005 - $14,644) are non-interest bearing and due on demand. Included in due to related parties are $3,331 (September 30, 2005 - $3,413) with a shareholder of the Company and $6,661 (September 30, 2005 - $6,824) and $6,883(September 30, 2005 - $4,407) owing to two separate companies with a director in common with a corporate shareholder of the Company.
	b)	By employment agreement dated April 1, 2004 and amended July 20, 2004, the Company agreed to pay the Managing Director $51,618 (GBP28,000) per annum plus 236,143 common shares every three months to a maximum of 1,416,868 shares. During the period, $13,994 (December 31, 2004 - $15,438) was paid to the Managing Director, of which $13,994 (December 31, 2004 - $14,704) was in cash and $Nil (December 31, 2004 - $734) was from the issuance of Nil (December 31, 2004 - 236,143) shares.

F-34

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

7. Related Party Balances and Transactions - Continued

c)	During the current period, the Company paid or accrued the following fees:
	i)	$Nil (December 31, 2004 - $2,240) for accounting; $Nil (December 31, 2004 - $560) for legal; $Nil (December 31, 2004 - $2,799) for marketing and promotion; $Nil (December 31, 2004 - $2,799) for rent; $Nil (December 31, 2004 - $1,960) for office to a company that is a corporate shareholder of the Company; and
	ii)	$2,624 (December 31, 2004 - $Nil) for rent to a company with a director in common with a corporate shareholder of the Company.

The above transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

8.

Loan Payable to Related Party

By agreement dated October 4, 2004, the Company entered into a loan agreement with the majority shareholder whereby the shareholder would make available up to $269,655 (GBP150,000). The facility was available in tranches of $53,931 (GBP30,000) every three months. The facility was to be paid, including all accrued interest, by April 1, 2007 and bore interest at 6% per annum above the Svenska Handelsbanken Plc base rate or 10% per annum whichever is greater. During the first eighteen months from the date of the agreement, the loan was interest free. As security the shareholder had a first charge debenture agreement for all Company assets. By agreement dated April 28, 2005, the Company settled the full amount of the loan, being $159,065 with the issuance of 6,216,867 common shares. The loan facility was cancelled at that time.

9.	Segmented Information
	Details on a geographic basis as at December 31, 2005 are as follows:

		Western
		Europe			U.S.A.			Total
Assets	$	45,028		$	52,790		$	97,818
Revenue	$	14,583		$	-		$	14,583
Loss for the period	$	(27,653	)	$	(320,209	)	$	(347,862	)

Details on a geographic basis as at September 30, 2005 are as follows:

		Western
		Europe			U.S.A.			Total
Assets	$	37,455		$	103,822		$	141,277
Revenue	$	31,958		$	-		$	31,958
Loss for the year	$	(156,724	)	$	(18,072	)	$	(174,796	)

F-35

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

10.	Income Taxes
	The Company has incurred non-capital losses for UK tax purposes of approximately $257,000, which may be carried forward indefinitely and used to reduce taxable income of future years. The Company also had accumulated net operating losses for U.S. federal income tax purposes of approximately $128,000, which may be carried forward until 2025 and used to reduce taxable income of future years.
	Details of future income tax assets:

		December 31,			September 30,
Future income tax assets:		2005			2005
Non-capital tax loss	$	208,215		$	90,000
Valuation allowance		(208,215	)		(90,000	)
	$	-		$	-

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.

11.	Non-Cash transactions
	The following is a schedule of non-cash investing and financing transactions:

						From
						Incorporation
		For the Three		For the Three		(February 18,
		Months Ended		Months Ended		2004) to
		December 31		December 31		December 31
		2005		2004		2005
Shares issued for acquisition of Infrablue Ltd.	$	-	$	-	$	35,661
Shares issued to related party for debt	$	-	$	-	$	159,065
Shares issued for consulting services	$	-	$	-	$	4,570
Shares issued for intellectual property	$	256,954	$	-	$	256,954
Share issuances for debt	$	91,633	$	-	$	91,633
Acquisition of Assets and Liabilities of
Tomi Holdings Inc.:
Due from Infrablue	$	-	$	-	$	9,294
Accrued liabilities	$	-	$	-	$	10,027
Promissory notes payable	$	-	$	-	$	90,000

F-36

Infrablue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Interim Consolidated Financial Statements

December 31, 2005

US Funds

(Unaudited)

12.	Subsequent Events
	a)	Subsequent to period end, the Company issued a convertible promissory note ("Note") for $50,000 to an unrelated third party. The Note bears interest at the US bank prime rate compounded annually and the principal and accrued interest on the Note are due and payable on February 16, 2008. The holder of the Note will have the right to convert the principal and accrued interest into units of the Company at a conversion rate of $0.25 per unit. Each unit is comprised of one share ("Share") of common stock of the Company and one share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one additional Share ("Warrant Share") at a price of $0.50 per Warrant Share, for a period of one year following the conversion date.
	b)	Subsequent to period end, the Company issued a convertible promissory note ("Note") for $50,500 to an unrelated third party. The Note bears interest at the US bank prime rate compounded annually and the principal and accrued interest on the Note are due and payable on February 16, 2008. The holder of the Note will have the right to convert the principal and accrued interest into units of the Company at a conversion rate of $0.25 per unit. Each unit is comprised of one share ("Share") of common stock of the Company and one share purchase warrant ("Warrant"). Each Warrant entitles the holder to purchase one additional Share ("Warrant Share") at a price of $0.25 per Warrant Share, for a period of one year following the conversion date.

F-37

TOMI HOLDINGS INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

July 31, 2005

US FUNDS

F-38

	Suite 400 - 889 West Pender Street
	Vancouver, BC Canada V6C 3B2
	Tel 604 694-6070
	Fax 604 585-8377
	info@staleyokada.com
	www.staleyokada.com

Report of Independent Registered Public Accounting Firm

To the Stockholders of Tomi Holdings Inc.:

We have audited the accompanying interim balance sheet of Tomi Holdings Inc. (the “Company”) as at July 31, 2005 and the related interim statements of changes in stockholders’ equity, operations and cash flows from incorporation (April 5, 2005) to July 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the interim financial statements referred to above present fairly, in all material respects, the financial position of the Company as at July 31, 2005, and the results of its operations and its cash flows from incorporation (April 5, 2005) to July 31, 2005, in conformity with United States generally accepted accounting principles.

The accompanying interim financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is dependent upon financing to continue operations and had suffered a loss from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to these matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	“Staley, Okada & Partners”
Vancouver, B.C., Canada	STALEY, OKADA & PARTNERS
November 4, 2005, except as to Note 8 which is as at November 30, 2005	CHARTERED ACCOUNTANTS

F-39

Tomi Holdings Inc.	Statement 1
(A Development Stage Company)
Interim Balance Sheet
As at July 31
US Funds

ASSETS		2005
Current
Cash	$	52,431
Prepaids		5,000
Due from Infrablue Ltd. (Note 4)		9,152
	$	66,583
LIABILITIES
Current
Accounts payable and accrued liabilities	$	15,499
		15,499
Going Concern (Note 1)
STOCKHOLDERS’ EQUITY
Capital Stock
Common stock
Authorized: 100,000,000 common shares with $0.001 par value
5,000,000 preferred shares with $0.001 par value
Issued and allotted: 5,664,200 common shares - Statement 2 (Note 5)		5,664
Additional paid-in capital - Statement 2 (Note 5)		73,046
Deficit – Accumulated during the development stage		(27,626	)
		51,084
	$	66,583

- See Accompanying Notes -

F-40

Tomi Holdings Inc.	Statement 2
(A Development Stage Company)
Interim Statement of Changes in Stockholders’ Equity
US Funds

							Deficit
							Accumulated
					Additional		During the			Total
	Common Stock				Paid-in		Development			Stockholders’
	Shares		Amount		Capital		Stage			Equity
Founder shares issued for cash at $0.001        per share – April 8, 2005	500,000	$	500	$	-	$	-		$	500
Shares issued for cash Shares issued for cash at $0.001 per        share – May 31, 2005	4,500,000		4,500		40,500		-			45,000
Loss for the period	-		-		-		(27,626	)		(27,626	)
Balance – July 31, 2005 – Issued	5,000,000		5,000		40,500		(27,626	)		17,874
Shares allotted for cash at $0.05 per        share	664,200		664		32,546		-			33,210
Balance – July 31, 2005 – Issued and
allotted	5,664,200	$	5,664	$	73,046	$	(27,626	)	$	51,084

- See Accompanying Notes -

F-41

Tomi Holdings Inc.	Statement 3
(A Development Stage Company)
Interim Statement of Operations
US Funds

		From
		Incorporation
		(April 5, 2005) to
		July 31, 2005
General and Administrative Expenses
Audit and accounting fees	$	21,354
Bank charges and interest		1,272
Legal fees		5,000
Loss for the Period	$	(27,626	)
Loss per Share - Basic and Diluted	$	(0.01	)
Weighted Average Shares Outstanding		2,857,324

- See Accompanying Notes -

F-42

Tomi Holdings Inc.	Statement 4
(A Development Stage Company)
Interim Statement of Cash Flows
US Funds

		From
		Incorporation
		(April 5, 2005) to
		July 31, 2005
Operating
Loss for the period	$	(27,626	)
Changes in non-cash working capital items:
Prepaids		(5,000	)
Accounts payable and accrued liabilities		15,499
		(17,127	)
Investing
Due from Infrablue Ltd.		(9,152	)
Financing
Share issuances		78,710
Net Increase in Cash		52,431
Cash - Beginning of period		-
Cash - End of Period	$	52,431

- See Accompanying Notes -

F-43

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

1.	Organization and Going Concern
	Organization
	Tomi Holdings Inc. (the "Company" or “Tomi”) was incorporated on April 5, 2005 under the laws of the State of Nevada. Effective August 31, 2005, the Company completed the acquisition of a business engaged in the technology area (Note 3). On October 20, 2005, the Company changed its name to Infrablue (US) Inc.
	Going Concern and Liquidity Considerations
	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at July 31, 2005, the Company has a loss from operations and a deficit of $27,626 and has incurred an operating cash flow deficit of $17,127 since incorporation. The Company intends to fund operations through sales and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the following year.
	Thereafter, the Company will be required to seek additional funds, either through sales and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future private placement offerings.
	These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2.	Significant Accounting Policies
	a)	Fiscal Period
		The Company’s fiscal year ends on September 30.
	b)	Risks and Uncertainties
		The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.
	c)	Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

F-44

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

2.	Significant Accounting Policies - Continued
	d)	Development Stage Company
		The Company is a development stage company as defined by Financial Accounting Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
	e)	Cash and Cash Equivalents
		Cash and cash equivalents consist of highly liquid debt instruments purchased with an initial maturity of three months or less.
	f)	Revenue Recognition
		Revenues are recognized when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable; and collection is reasonably assured. Revenue derived from the sale of services is initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.
		Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.
	g)	Foreign Currency Translations
		The Company’s functional and reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:
		i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date;
		ii)	Equity at historical rates; and
		iii)	Revenue and expense items at the average rate of exchange prevailing during the period.
		Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.
	h)	Income Taxes
		Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be recovered.

F-45

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

2.	Significant Accounting Policies - Continued
	i)	Fair Value of Financial Instruments
		The Company’s financial instruments consist of cash, amounts due from Infrablue Ltd. and accounts payable. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
	j)	Derivative Financial Instruments
		The Company was not a party to any derivative financial instruments during any of the reported fiscal periods.
	k)	Stock-Based Compensation
		The Company accounts for stock-based compensation issued to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion (“APB”) No. 25 "Accounting for Stock Issued to Employees." Under the intrinsic value method, compensation is the excess, if any, of the fair value of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock. Compensation, if any, is recognized over the applicable service period, which is usually the vesting period. The Financial Accounting Standards Board ("FASB") has issued SFAS No. 123 "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123” and interpreted by FASB Interpretation No. ("FIN") 44, "Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB 25." This standard, if fully adopted, changes the method of accounting for all stock-based compensation to the fair value method. For stock options and warrants, fair value is determined using an option pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option or warrant and the annual rate of quarterly dividends. Compensation expense, if any, is recognized over the applicable service period, which is usually the vesting period.
		The adoption of the accounting methodology of SFAS No. 123 for employees is optional and the Company has elected to continue accounting for stock-based compensation issued to employees using APB 25; however, pro forma disclosures, as if the Company had adopted the cost recognition requirements under SFAS No. 123, are required to be presented.
	l)	Comprehensive Income
		SFAS No. 130, "Reporting Comprehensive Income", establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements.
	m)	Loss per Share
		The Company computes net loss per common share using SFAS No. 128 "Earnings Per Share." Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at July 31, 2005. The Company has incurred net losses and has no potentially dilutive common shares; therefore, basic and diluted loss per share are the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.

F-46

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

2.	Significant Accounting Policies - Continued
	n)	Treasury Stock
		The Company accounts for acquisitions of treasury stock under the cost method. Treasury stock is recorded as a separate component of stockholders' equity at cost, and paid-in capital accounts are not adjusted until the time of sale, retirement or other disposition.
	o)	Recently Adopted Accounting Standards
		In May 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20, “Accounting Changes,” and supersedes FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements – an amendment of APB Opinion No. 28.” SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period- specific effects of an accounting change on one or more individual prior periods presented, SFAS 154 requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, SFAS 154 requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the provisions of SFAS 154 will have a significant impact on its results of operations.
		In December 2004, the FASB issued SFAS 153, “Exchanges of Non-Monetary Assets,” an amendment of APB 29. This statement amends APB 29, which is based on the principle that exchanges of non-monetary assets should be measured at the fair value of the assets exchanged with certain exceptions. SFAS 153 eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning on or after June 15, 2005.
		In December 2004, the FASB issued SFAS No. 123R, “Share Based Payment.” SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.”

F-47

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

2.	Significant Accounting Policies - Continued
	o)	Recently Adopted Accounting Standards - Continued
		SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
		In November 2004, the FASB issued SFAS No.151, “Inventory Costs, an amendment of ARB No.43, Chapter 4.” This statement is effective for fiscal years beginning after June 15, 2005, therefore it will become effective for the Company beginning October 1, 2005 . This standard clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted material should be expensed as incurred and not included in overhead. In addition, this standard requires that the allocation of fixed production overhead costs to inventory be based on the normal capacity of the production facilities. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
3.	Acquisition of Infrablue Ltd.
	By letter of intent dated April 18, 2005 and a Share Exchange Agreement ("Agreement") dated May 23, 2005 and as amended on June 30, 2005 and July 31, 2005 with Infrablue Ltd. ("Infrablue"), a United Kingdom corporation, wherein Tomi agreed to issue to the shareholders of Infrablue 12,000,000 Tomi shares in exchange for the 2,075,000 shares that constituted all the issued and outstanding shares of Infrablue. The closing of the Agreement was contingent upon the Company completing at least a $125,000 private placement and the approval of the majority stockholders of Infrablue. This transaction closed August 31, 2005 (Note 8a).
	Infrablue, a company incorporated in U.K. on February 18, 2004, holds the license (the “License”) to exploit technology (Note 8d) that provides, through a small hand-held device a simple, fast, flexible and secure tool for the delivery by mobile professionals of high-quality color presentations using the presenters smart phone or Personal Digital Assistant and without the need for a laptop computer.
4.	Due From Infrablue Ltd.
	The amount due from Infrablue Ltd. of $9,152 is non-interest bearing, unsecured and due on demand.

F-48

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

5.	Share Capital
	a)	During the period, 500,000 founder’s shares were issued for total proceeds of $500.
	b)	During the period, 4,500,000 common shares were issued and 664,200 common shares were allotted for total cash proceeds of $78,210. The 664,200 allotted common shares were subsequently issued on August 31, 2005.
	There were no common stock purchase options or warrants outstanding as at July 31, 2005.
6.	Related Party Balances and Transactions
	During the period, the Company issued 500,000 founder shares to a director of the Company for cash proceeds of $500 (Note 5a).
	There were no other related party transactions during the period.
7.	Income Taxes
	The Company has accumulated net operating losses for U.S. federal income tax purposes of approximately $28,000, which may be carried forward until 2025 and used to reduce taxable income of future years.
	Details of future income tax assets:

Future income tax assets:		July 31, 2005
Non-capital tax loss	$	9,500
Valuation allowance		(9,500	)
	$	-

The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.

F-49

Tomi Holdings Inc.

(A Development Stage Company)

Notes to Interim Financial Statements

July 31, 2005

US Funds

8.	Subsequent Events
	a)	On August 31, 2005, Infrablue completed the reverse acquisition (“RTO”) under the Share Exchange Agreement (“Agreement”) with Tomi. Immediately before the date of the RTO, Tomi had 100,000,000 common shares authorized and 5,705,800 shares of common stock issued and outstanding. Pursuant to the RTO, all of the 2,075,000 issued and outstanding shares of common stock of Infrablue were exchanged for 12,000,000 Tomi shares, on an approximate 5.783 to 1 basis.
		Immediately after the RTO, the management of Infrablue took control of the board and officer positions of Tomi, constituting a change of control. Because the former owners of Infrablue gained control of Tomi, the transaction would normally have been considered a purchase by Infrablue. However, since Tomi was not carrying on a business, the transaction was not considered to be a business combination. Instead, the transaction was accounted for as a recapitalization of Infrablue and the issuance of stock by Infrablue (represented by the outstanding shares of Tomi) for the assets and liabilities of Tomi. The value of the net assets of Tomi acquired by Infrablue is the same as their historical book value, being $35,661. At the date of the acquisition, the balance sheet of Tomi was as follows:

Cash and cash equivalents	$	126,394
Due from Infrablue Ltd.		9,294
Total Assets	$	135,688
Accrued liabilities	$	10,027
Promissory notes payable		90,000
Total Liabilities	$	100,027
Net Assets	$	35,661

b)	On August 31, 2005, the Company issued 41,600 common shares valued at $0.05 per share for total cash proceeds of $2,080.
c)	By agreement dated November 30, 2005, the Company entered into a debt conversion agreement whereby the Company agreed to issue 360,000 common shares valued at $0.25 per share in full settlement of a $90,000 loan advanced to the Company.
d)	By agreement dated November 1, 2005, the Company acquired on November 30, 2005, from its majority stockholder, the Infrablue Technology by issuing 10,000,000 common shares. The Infrablue Technology is comprised of a suite of software programs and a computer peripheral device that enables users to make presentations wirelessly, directly from a personal digital assistant (“PDA”) or mobile smartphone to a projector. The acquisition is a related party transaction; therefore, the intellectual property will be recorded in the Company’s books in the amount equal to the costs of acquiring and developing the Infrablue Technology by the majority stockholder. The value assigned was $256,954 (GBP150,000), which is the actual amount paid by the majority stockholder when they acquired it from a third party. This amount will be expensed, as it does not meet the criteria for capitalization as set out in SFAS No. 86. Based on the Company’s initial public offering price of $0.25 per share, the value of the 10,000,000 common shares issued on acquisition of the Infrablue Technology was $2,500,000.
e)	On November 30, 2005, the Agency Exploitation Agreement dated March 30, 2004, between the Company and third party licensors was cancelled.

F-50

INFRABLUE (US) INC.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS

September 30, 2005

Unaudited - Prepared by Management

Set forth below is the unaudited pro forma consolidated statement of operations for the year ended September 30, 2005 assuming the transaction occurred at the beginning of the year.

The information presented below is for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated as at October 1, 2004, nor are they necessarily indicative of future operating results of the consolidated companies under the ownership and management of the Company.

F-51

InfraBlue (US) Inc.
(Formerly Tomi Holdings Inc.)
(A Development Stage Company)
Pro Forma Consolidated Statement of Operations
For the Year Ended September 30, 2005
US Funds
Unaudited - Prepared by Management

								Pro Forma		Pro Forma
								Adjustments		Consolidated
		Tomi			InfraBlue			and Eliminating		Infrablue (US)
		Holdings Inc.			Ltd.			Entries		Inc.
		(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
Sales	$	-		$	31,958		$	-	$	31,958
Cost of Sales		-			23,690			-		23,690
Gross Profit		-			8,268			-		8,268
General and Administrative
Expenses
Salaries and wages		-			75,031			-		75,031
Accounting and auditing		36,119			29,498			-		65,617
Marketing and promotion		-			28,532			-		28,532
Legal		24,751			1,336			-		26,087
Rent		-			11,101			-		11,101
Office and information technology		-			6,895			-		6,895
Sub-contractors		-			5,551			-		5,551
Development		-			3,399			-		3,399
Travel		-			2,238			-		2,238
Depreciation					1,267			-		1,267
		60,870			164,848			-		225,718
Loss from Operations		(60,870	)		(156,580	)		-		(217,450	)
Other Income (Expense)
Interest income (expense)		(1,643	)		294			-		(1,349	)
Foreign exchange loss		(688	)		(438	)		-		(1,126	)
Loss for the Period	$	(63,201	)	$	(156,724	)	$	-	$	(219,925	)
Loss per Share – Basic and Diluted									$	(0.02	)
Weighted Average Shares
Outstanding										9,715,850

- See Accompanying Notes -

F-52

InfraBlue (US) Inc.

(Formerly Tomi Holdings Inc.)

(A Development Stage Company)

Notes to Pro Forma Consolidated Statement of Operations

For the Year Ended September 30, 2005

US Funds

Unaudited - Prepared by Management

1.	Proposed Arrangement and Basis of Presentation
	The accompanying pro forma consolidated statement of operations has been compiled for purposes of inclusion in the SB2 filing relating to the acquisition by Infrablue (US) Inc. (formerly Tomi Holdings Inc) (“Tomi”) of all of the shares in the capital of InfraBlue Ltd. ("InfraBlue"), a United Kingdom corporation. As consideration on August 31, 2005, Tomi issued 12,000,000 common shares.
	The pro forma consolidated statement of operations should be read in conjunction with the historical financial statements of each entity. The unaudited statement of operations of Tomi for the period from incorporation (April 5, 2005) to September 30, 2005 and the unaudited statement of operations of InfraBlue for the year ended September 30, 2005 were used in the preparation of the pro forma consolidated statement of operations for the year ended September 30, 2005 and the pro forma consolidated loss per share for the year ended September 30, 2005.
	Because the former owners of InfraBlue end up with control of Tomi, the transaction would normally be considered a purchase by InfraBlue. However, since Tomi is not carrying on a business, the transaction is not a business combination. Instead, the transaction is accounted for as a recapitalization of InfraBlue and the issuance of stock by InfraBlue (represented by the outstanding shares of Tomi) for the assets and liabilities of Tomi.
2.	Pro Forma Adjustments
	The pro forma consolidated statement of operations for the year ended September 30, 2005 has been prepared assuming that the transaction related to the arrangement occurred on October 1, 2004. The management has determined that no pro forma adjustments are required.
3.	Pro Forma Loss Per Share
	The pro forma consolidated loss per share is not necessarily indicative of the results of operations that would have been attained had the acquisition taken place as at October 1, 2004 and does not purport to be indicative of the effects that may be expected to occur in the future.

F-53

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have had no changes in or disagreements with our accountants.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a Registration Statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. You may inspect the Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site.

We are not currently subject to the Securities Exchange Act of 1934 and currently are not required to, and do not, deliver annual, quarterly or special reports to stockholders. We will not deliver such reports to our stockholders until after, and if, this offering is declared effective by the SEC. Once such effectiveness is granted, if ever, we plan to file a registration statement pursuant to the Exchange Act in order to register our common stock under Section 12(g) of the Exchange Act. Upon our common stock becoming registered under the Exchange Act, we will be required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings will be available to the public over the Internet at the SEC's website at http://www.sec.gov.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until 180 days from the effective date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Page 52

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes, our articles of incorporation and our by-laws.

Nevada Revised Statutes

Section 78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

“Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

(a)	His act or failure to act constituted a breach of his fiduciary duties as a director or officer; and
(b)	His breach of those duties involved intentional misconduct, fraud or a knowing violation of law.”

Section 78.5702 of the NRS provides as follows:

1.	A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
	(a)	Is not liable pursuant to NRS 78.138; or
	(b)	Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
2.	A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

Page 53

	(a)	Is not liable pursuant to NRS 78.138; or
	(b)	Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
3.	To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation

Our articles of incorporation do not limit the automatic director immunity from liability under the NRS.

Our articles of incorporation further provide that, to the fullest extent permitted by NRS 78, a director or officer of our company will not be personally liable to our company or our stockholders for damages for breach of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for:

(a)	acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or
(b)	the payment of distributions in violation of NRS 78.300, as amended.

Our articles of incorporation further provide that:

1.

we will indemnify to the fullest extent permitted by law any person (the “Indemnitee”) made or threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of our company) by reason of the fact that he or she is or was a director of our company or is or was serving as a director, officer, employee or agent of another entity at the request of our company or any predecessor of our company against judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys' fees and disbursements) that he or she incurs in connection with such action or proceeding; and

2.

we will, from time to time, reimburse or advance to any Indemnitee the funds necessary for payment of expenses, including attorneys' fees and disbursements, incurred in connection with defending any proceeding for which he or she is indemnified by our company, in advance of the final disposition of such proceeding; provided that our company has received the undertaking of such director or officer to repay any such amount so advanced if it is ultimately determined by a final and unappealable judicial decision that the director or officer is not entitled to be indemnified for such expenses.

Our By-laws

Our by-laws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)	such indemnification is expressly required to be made by law;
(2)	the proceeding was authorized by our board of directors;

Page 54

(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)	such indemnification is required to be made pursuant to the by-laws.

Our by-laws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of our company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our by-laws or otherwise.

Our by-laws provide that no advance shall be made by us to an officer of our company, except by reason of the fact that such officer is or was a director of our company in which event this restriction shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of our company.

Opinion of the Securities and Exchange Commission

We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a list of the expenses to be incurred by our company in connection with the preparation and filing of this Registration Statement. All amounts shown are estimates except for the SEC registration fee:

Securities and Exchange Commission registration fee	$270.00
Accounting fees and expenses	$5,000.00
Legal fees and expenses	$32,000.00
Transfer agent and registrar fees	$1,000.00
Fees and expenses for qualification under state securities laws	$850.00
Miscellaneous	$880.00
Total	$40,000.00

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We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions paid by the selling stockholders to broker-dealers in connection with the sale of their shares.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

We completed an offering of 500,000 shares of our common stock at a price of $0.001 per share to Rebecca Poncini, our initial director and officer, on April 8, 2005, for total proceeds of $500 in cash. We completed this offering pursuant to Section 4(2) of the Securities Act. Rebecca Poncini, as our sole officer and director, was in possession of sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to Rebecca Poncini. The 500,000 shares of common stock are restricted shares, as defined in the Securities Act, and have been endorsed with a legend confirming that the shares cannot be resold or transferred unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

We completed an offering of 4,500,000 shares of our common stock at a price of $0.01 per share to a total of six purchasers on May 31, 2005. The total proceeds from this offering were $45,000 in cash. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. Each sale of shares was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S confirming that the shares cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

We completed an offering of 705,800 shares of our common stock at a price of $0.05 per share to a total of 47 purchasers on August 31, 2005. The total proceeds from this offering were $35,290 in cash. The closing of this offering was completed concurrently with our acquisition of InfraBlue UK from the stockholders of InfraBlue UK. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. Each sale of shares was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S confirming that the shares cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

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We issued 12,000,000 shares of our common stock to the former stockholders of InfraBlue UK, including PublicLock, Outlander Management and Mitchell Johnson, on August 31, 2005, being the closing date of our acquisition of InfraBlue UK. We completed this offering pursuant to Section 4(2) of the Securities Act. These shares were issued pursuant to the closing of our acquisition of InfraBlue UK and pursuant to the share exchange agreement that we entered with the former stockholders of InfraBlue UK. The proceeds that we received from this issuance of shares were all of the issued and outstanding shares of InfraBlue UK which became our wholly owned subsidiary on completion of the acquisition. Each of the stockholders of InfraBlue UK was in possession of sufficient information about us to make an informed investment decision. Each stockholder further represented their intention to acquire the securities for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to the stockholders of InfraBlue UK. The 12,000,000 shares of common stock are restricted shares, as defined in the Securities Act, and have been endorsed with a legend confirming that the shares cannot be resold or transferred unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. In addition, the issuance of shares to the stockholders of InfraBlue UK was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, in which we did not engage in any directed selling efforts, as defined in Regulation S. Each stockholder represented to us that the stockholder was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person.

We issued a total of 360,000 shares of our common stock at a deemed price of $0.25 per share to two creditors on November 30, 2005, in payment and satisfaction of an aggregate of $90,000 in loans payable. The closing of these transactions were completed concurrently with our acquisition of the InfraBlue Technology from PublicLock. We completed these transactions pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. Each transaction was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) each creditor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the debt conversation agreement was executed, the creditor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each creditor represented to us that the creditor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each creditor represented its intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each creditor in accordance with Regulation S confirming that the shares cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

We issued 10,000,000 shares of our common stock to PublicLock on November 30, 2005, being the closing date of our acquisition of the InfraBlue Technology from PublicLock. The proceeds that we received from this issuance of shares were the intellectual property rights underlying the IRMA device and the InfraBlue Technology, including the software that is incorporated into the IRMA devices. We completed this offering pursuant to Section 4(2) of the Securities Act. PublicLock was our largest shareholder at the time of the acquisition and was in possession of sufficient information about us to make an informed investment decision. PublicLock represented its intention to acquire the securities for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to PublicLock. The 10,000,000 shares of common stock are restricted shares, as defined in the Securities Act, and have been endorsed with a legend confirming that the shares cannot be resold or transferred unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. In addition, the issuance of shares to PublicLock was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, in which we did not engage in any directed selling efforts, as defined in Regulation S. PublicLock represented to us that it is not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person.

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We entered into a convertible loan subscription agreement with an investor pursuant to which the investor advanced $50,000 to us on February 22, 2006. In accordance with our obligations under the subscription agreement, we will issue a convertible note to the investor in the principal amount of the advance, which principal amount will be repayable on the two year anniversary of the date of advance and will bear interest at an interest rate equal to the prime rate of interest for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. The convertible note will be convertible into 200,000 units, with each unit being comprised of one share of our common stock and one warrant to purchase one additional share of our common stock, based upon a conversion price of $0.25 per unit. Each warrant will be exercisable for a one year period from the date of issuance at a price of $0.50 per share. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. The sale of the convertible loan was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) the investor was outside of the United States at the time the offer to purchase the convertible loan was made; and (ii) at the time the subscription agreement for the convertible loan was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. The investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. The investor represented its intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends will be affixed to the convertible promissory note evidencing the loan to be issued to the investor in accordance with Regulation S confirming that the note cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

We entered into a convertible loan subscription agreement with an investor pursuant to which the investor advanced $50,500 to us on March 13, 2006. In accordance with our obligations under the subscription agreement, we will issue a convertible note to the investor in the principal amount of the advance, which principal amount will be repayable on the two year anniversary of the date of advance and will bear interest at an interest rate equal to the prime rate of interest for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. The convertible note will be convertible into 202,000 units, with each unit being comprised of one share of our common stock and one warrant to purchase one additional share of our common stock, based upon a conversion price of $0.25 per unit. Each warrant will be exercisable for a one year period from the date of issuance at a price of $0.25 per share. We completed this offering pursuant to Rule 903(a) and (b)(3) of Regulation S of the Act. The sale of the convertible loan was completed as an “offshore transaction”, as defined in Rule 902(h) of Regulation S, on the basis that: (i) the investor was outside of the United States at the time the offer to purchase the convertible loan was made; and (ii) at the time the subscription agreement for the convertible loan was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. The investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. The investor represented its intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends will be affixed to the convertible promissory note evidencing the loan to be issued to the investor in accordance with Regulation S confirming that the note cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

ITEM 27. EXHIBITS.

Exhibit Number	Description of Exhibit
3.1(1)	Articles of Incorporation

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Exhibit Number	Description of Exhibit
3.2(1)	Certificate of Amendment to Articles of Incorporation
3.3(1)	By-Laws
5.1(2)	Opinion of Lang Michener LLP, with consent to use, regarding the legality of the securities being registered
10.1(1)	Agency Agreement dated March 30, 2004 among HBI Sales Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited, MIR Technologies LLC and InfraBlue Ltd.
10.2(1)	Employment Agreement between InfraBlue Ltd. and Mitchell Johnson dated April 1, 2004
10.3(1)	Letter Agreement dated April 1, 2004 confirming Mitchell Johnson’s appointment as a director of InfraBlue Ltd.
10.4(1)	Letter Agreement dated July 20, 2004 amending the Letter Agreement between InfraBlue Ltd. and Mitchell Johnson dated April 1, 2004
10.5(1)	Loan Agreement dated October 4, 2004 between InfraBlue Ltd. and PublicLock Inc.
10.6(1)	Debenture between InfraBlue Ltd., as issuer, and Publiclock Inc., as holder, dated October 4, 2004
10.7(1)	Debt Settlement Agreement dated April 28, 2005 between InfraBlue Ltd. and PublicLock Inc.
10.8(1)	Share Exchange Agreement dated May 23, 2005, as amended, among Tomi Holdings Inc., InfraBlue Ltd. and the stockholders of InfraBlue Ltd.
10.9(1)	Intellectual Property Purchase Agreement dated November 1, 2005 between InfraBlue (US) Inc. and PublicLock Inc.
10.10(1)	Debt Conversion Agreement dated November 30, 2005 between Tomi Holdings Inc. and Overseas Investments and Finance Limited
10.11(1)	Debt Conversion Agreement dated November 30, 2005 between Tomi Holdings Inc. and Starfield Holdings Group Ltd.
10.12(1)	Termination and Release Agreement dated November 30, 2005 among HBI Sales Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited, MIR Technologies LLC and InfraBlue Ltd.
10.13(2)	Administration Services Agreement dated May 1, 2005 between Infrablue Ltd. and Azuracle Limited
10.14(3)	Form of Regulation S Subscription Agreement for Convertible Notes
23.1(3)	Consent of Independent Registered Public Accounting Firm
23.2(2)	Consent of Counsel (Included in Exhibit 5.1)

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(1)	Filed as an exhibit to the Company’s registration statement on Form SB-2 filed with the SEC on December 16, 2005
(2)	Filed as an exhibit to the Amendment No. 1 to Form SB-2 filed with the SEC on February 10, 2006.
(3)	Filed as an exhibit to this Amendment No. 2 to Form SB-2.

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b)	To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; provided that any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(c)	To include any material information with respect to the plan of distribution, provided, however, that paragraphs (a) and (b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 14(d) of the Securities Exchange Act of 1934.
2.	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4.	That, for the purpose of determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 of Regulation C of the Securities Act;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

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(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv)	Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, England on March 17, 2006.

INFRABLUE (US) INC.
By:	/s/ Mitchell Johnson
	Mitchell Johnson
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mitchell Johnson	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)	March 17, 2006
Mitchell Johnson

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EX-10.14

EXHIBIT 10.14

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made effective as of the 15th day of February, 2006.

BETWEEN:
	THE UNDERSIGNED INVESTOR
	(the "Investor")
	OF THE FIRST PART
AND:
	INFRABLUE (US) INC.,
	a Nevada corporation
	(the “Corporation")
	OF THE SECOND PART

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1.
DEFINITIONS

          1.1          Definitions. The following terms will have the following meanings for all purposes of this Agreement.

          (a)          "Closing" shall mean the closing of the Transaction.

          (b)          “Common Stock” means the common stock of the Corporation, par value $0.001 per share.

          (c)          “Convertible Notes” means the secured convertible promissory notes offered by the Corporation in the form attached hereto as Schedule A.

          (d)          "Offering" shall mean the offering of up to $100,000 of Convertible Notes by the Corporation.

          (e)          “Purchase Price” means the purchase price payable by the Investor to the Corporation in consideration for the purchase and sale of the Convertible Notes.

          (f)          "SEC" shall mean the United States Securities and Exchange Commission.

          (g)          "Securities" means the Convertible Notes, the Shares and Warrants into which the Convertible Notes are convertible, and the Warrant Shares.

          (h)          "Securities Act" shall mean the United States Securities Act of 1933, as amended.

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          (i)          "Shares" means those shares of Common Stock into which the Convertible Notes are convertible.

          (j)          "Transaction" shall mean the purchase of the Convertible Notes by the Investor for the Purchase Price.

          (k)          "Transaction Documents" shall mean this Agreement and the Convertible Notes and the Warrant Certificate.

          (l)          Warrants” means those share purchase warrants into which the Convertible Notes are convertible, with each one share purchase warrant entitling the holder to purchase one share of Common Stock of the Corporation during the one year period from the date of issuance at a price of $0.50 per share.

          (m)          “Warrant Certificate” means the certificate representing the Warrants in the form attached hereto as Schedule C.

          (n)          “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

          1.2          Schedules. The following schedules are attached to and form part of this Agreement:

                         Schedule A          Form of Secured Convertible Promissory Note
                         Schedule B          Definition of U.S. Person
                         Schedule C          Form of Warrant Certificate

          1.3          Currency.  All dollar amounts referred to in this agreement are in United States funds, unless expressly stated otherwise.

ARTICLE 2.
PURCHASE AND SALE OF CONVERTIBLE NOTES

          2.1          Subscription for Convertible Notes.  Subject to the terms and conditions of this Agreement, the Investor subscribes for and agrees to purchase the principal amount of Convertible Notes set forth opposite the Investor’s name on the execution page to this Agreement at the Purchase Price. The Convertible Notes will be unsecured. Upon execution of this Agreement by the Investor, the subscription by the Investor will be irrevocable and may not be withdrawn.

          2.2          Acceptance by Corporation.  Upon execution by the Corporation, the Corporation agrees to sell such Convertible Notes to the Investor for the Purchase Price.

          2.3          Closing.  The Closing of the purchase and sale of the Convertible Notes will take place forthwith upon execution of this Agreement, subject to payment of the Purchase Price by the Investor. The Corporation will deliver to the Investor the executed Convertible Notes in the principal amount of the Purchase Price. The Closing shall take place at the offices of the Corporation or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may completed by the exchange of undertakings between the respective legal counsel for the Investor and the Corporation, provided such undertakings are satisfactory to each party’s respective legal counsel

          2.4          Compliance with Securities Laws.  Any acceptance by the Corporation of the subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Investor is resident. The Investor will deliver to the Corporation all other documentation, agreements, representations and requisite government forms required by the lawyers for the Corporation as required to comply with all securities laws and other applicable laws of the jurisdiction of the Investor.

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          2.5          Delivery of Certificates.  The Investor hereby authorizes and directs the Corporation to deliver the securities to be issued to such Investor pursuant to this Agreement and upon conversion of the Convertible Notes to the Investor’s address indicated on the signature page of this Agreement.

          2.6          Registration Rights.  The Corporation agrees to use its best efforts to prepare and file with the SEC, as early as possible following the Corporation listing the shares in its Common Stock for trading on the National Association of Securities Dealers Over-the-Counter Bulletin Board in the United States, and in no event later than one hundred and eighty (180) days following Closing, a registration statement under the Securities Act covering the resale of Shares issuable to the Investor upon conversion of the Convertible Notes and the Warrant Shares issuable upon exercise of the Warrants. The Corporation will use its best efforts to obtain the effectiveness of such registration statement(s) as soon as practicable, and once effective, to maintain such effectiveness for a period of at least two years from the date of conversion of the Convertible Notes. The Corporation’s obligation to obtain and maintain such effectiveness is conditioned upon the cooperation of the Investor in furnishing information to the Corporation relating to the Investor’s method of distribution and other information requested by the Corporation. Any and all expenses incurred in connection with such registration shall be borne by the Corporation. Any and all selling expenses incurred by the Investor shall be borne by the Investor.

ARTICLE 3.
AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

          3.1          Exemption from Registration.  The Investor acknowledges and agrees that the Securities will be offered and sold to the Investor without such offers and sales being registered under the Securities Act and will be issued to the Investor in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Investor in this Agreement. As such, the Investor further acknowledges and agrees that all Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

          3.2          Resales of Securities.  The Investor acknowledges that that the Securities may not be offered, resold, pledged or otherwise transferred except through an exemption from registration under the Securities Act or pursuant to an effective registration statement under the Securities Act and in accordance with all applicable state securities laws and the laws of any other jurisdiction. The Investor agrees to resell the Securities only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act. The Investor agrees that the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration. The Investor agrees that the Corporation may require the opinion of legal counsel reasonably acceptable to the Corporation in the event of any offer, sale, pledge or transfer of any of the Securities by the Investor pursuant to an exemption from registration under the Securities Act.

          3.3          Hedging Transactions.  The Investor agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

          3.4          Share Certificates.  The Investor acknowledges and agrees that all certificates representing the Convertible Notes and the Shares will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Corporation, to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE

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PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          3.5          Warrant Certificates. The Investor acknowledges and agrees that all certificates representing the Warrants will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Corporation, to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Warrants as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          3.6          Representations and Warranties of the Investor.  The Investor represents and warrants to the Corporation as follows, and acknowledges that the Corporation is relying upon such covenants, representations and warranties in connection with the sale of the Convertible Notes to the Investor:

          (a)          The Investor is not a “U.S. Person” as defined by Regulation S of the Securities Act, as set forth in Schedule D hereto.

          (b)          The Investor is not acquiring the Securities for the account or benefit of a U.S. Person.

          (c)          The Investor was not in the United States at the time the offer to purchase the Securities was received or at the time this Agreement was executed.

          (d)          The Investor has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Securities. The Investor has evaluated the merits and risks of an investment in the Securities. The Investor can bear the economic risk of this investment, and is able to afford a complete loss of this investment.

          (e)          The Investor acknowledges that the Corporation is in the early stages of development of its business and the Corporation’s success is subject to a number of significant risks, including the risk that the Corporation will not be able to finance its plan of operations and that the Corporation’s business plan will not succeed. The Investor acknowledges that any forward-looking information provided by the Corporation to the Investor are subject to risks and uncertainties and that the Corporation’s actual results may differ materially from the results anticipated.

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          (f)          The Securities will be acquired by the Investor for investment for the Investor's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

          (g)          The Investor has had full opportunity to ask questions and receive answers from representatives of the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation, each as is necessary to evaluate the merits and risks of investing in the Securities. The Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Securities. The Investor has had full opportunity to discuss this information with the Investor’s legal and financial advisers prior to execution of this Agreement.

          (h)          The Investor acknowledges that the Securities will be offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act based on the truth and accuracy of the representations of the Investor. The Investor acknowledges that the Corporation will rely on these representations in completing the issuance of the Securities to the Investor. The Investor further acknowledges that the offering of the Securities by the Corporation has not been reviewed by the SEC or any state securities regulatory authority.

          (i)          This Agreement has been duly authorized, validly executed and delivered by the Investor.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

          4.1          Representations and Warranties of the Corporation. The Corporation represents and warrants to the Investor and acknowledges that the Investor is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement:

          (a)          The Corporation is a corporation duly incorporated and in good standing under the laws of the State of Nevada, and has the requisite corporate power and authority to conduct its business as it is currently being conducted.

          (b)          The Corporation has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.

          (c)          The execution and delivery by the Corporation of the Transaction Documents have been duly authorized by all necessary action on the part of the Corporation, and no further consent or action is required by the Corporation, its Board of Directors or its stockholders.

          (d)          Each of the Transaction Documents constitutes, or will when duly authorized, executed and delivered by all parties thereto other than the Corporation constitute, a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with the terms thereof, except that (i) the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, (ii) equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, (iii) rights of indemnity, contribution and the waiver of contribution provided for herein, and any provisions exculpating a party from a liability or duty otherwise owed by it, may be limited under applicable law, and (iv) the enforceability of provisions in any Transaction Document which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such Transaction Document would be determined only in the discretion of the court.

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          (e)          The authorized capital of the Corporation consists of 100,000,000 shares of common stock, par value $0.001 per share, of which there were 28,065,800 shares issued and outstanding as of the date of this Agreement, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares have been issued as of the date of this Agreement. The outstanding shares of common stock have been issued for the following consideration:

(i)	500,000 shares at a price of $0.001 per share;
(ii)	4,500,000 shares at a price of $0.01 per share;
(iii)	12,000,000 shares in consideration of the acquisition of all of the issued capital of Infrablue Limited
(iv)	705,800 shares at a price of $0.05 per share
(v)	360,000 shares at a price of $0.25 per share and
(vi)	10,000,000 shares on the transfer of certain intellectual property assets;

          (f)          There are no agreements or other obligations (contingent or otherwise) which may require the Company to repurchase or otherwise acquire any shares of its capital stock.

          (g)          the Investor hereby consents, no person, firm or corporation has any agreement or option or right or privilege (whether preemptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities or warrants of the Corporation.

          (h)          The issuance of the Convertible Note and the issuance of the Shares and Warrants upon conversion of the Convertible Notes and the issuance of the Warrant Shares upon the exercise of the Warrants have each been duly authorized. The Shares have been authorized and validly reserved for issuance, and when issued upon conversion of the Convertible Notes in accordance with the terms thereof, will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The Warrant Shares have been authorized and validly reserved for issuance, and when issued upon exercise of the Warrant in accordance with the terms thereof (and upon payment of the exercise price therefor), will be validly issued, fully paid and non-assessable shares of the Corporation’s common stock. The stockholders of the Company have no preemptive or similar rights to purchase shares of Common Stock from the Company.

          (i)          The issue and sale of the Securities by the Corporation does not and will not conflict with, and does not and will not result in a breach of, any of the terms of its incorporating documents or any agreement or instrument to which the Corporation is a party.

          (j)          There are no actions, suits, proceedings or inquiries pending or to the Corporation's knowledge threatened against or affecting the Corporation or any of its subsidiaries at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affect, or may in any way materially adversely affect, the business, operations or condition (financial or otherwise) of the Corporation (on a consolidated basis) or its properties or assets or which affects or may affect the distribution of the Securities.

SECTION 5
INDEMNIFICATION

          5.1          Indemnification by the Corporation. The Corporation agrees to indemnify, defend and hold the Investor (which term shall, for the purposes of this Section 5.1, include the Investor and its shareholders, managers, partners, directors, officers, members, employees, direct or indirect investors, agents and affiliates and assignees and the stockholders, partners, directors, members, managers,

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officers, employees direct or indirect investors and agents of such affiliates and assignees) harmless against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Corporation contained in this Agreement.

          5.2          Indemnification by the Investor. The Investor agrees to indemnify and hold harmless the Corporation, its directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Investor contained in this Agreement.

ARTICLE 6
MISCELLANEOUS PROVISIONS

          6.1          Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representation, warranties and agreements will survive the Closing and continue in full force and effect until the one year anniversary of the Closing.

          6.2          Further Assurances. Each of the parties hereto will cooperate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

          6.3          Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

          6.4          Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

          6.5          Entire Agreement. This Agreement, the exhibits, schedules attached hereto and the other Transaction Documents contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

          6.6          Severability. If one or more provisions of this Agreement or any other Transaction Document is held to be unenforceable under applicable law, such provision will be excluded from the respective Agreement or other Transaction Document and the balance of this Agreement or other Transaction Document, as applicable, will be enforceable in accordance with its terms.

          6.7          Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

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If to the Investor:

AT THE ADDRESS SET FORTH ON THE
SIGNATURE PAGE TO THIS AGREEMENT

If to the Corporation:

INFRABLUE (US) INC.
Attention: Mr. Mitchell Johnson
Suite 5.15 MLS Business Centre
130 Shaftesbury Avenue,
London, England W1D 5EU
Facsimile: +44 (20) 7031 1199

With a copy (which will not constitute notice) to:

Lang Michener LLP
Attention: Mr. Michael H. Taylor
Suite 1500, Royal Centre
1055 West Georgia St., Box 11117
Vancouver, British Columbia
Canada V6E 4N7
Phone: (604) 689-9111
Facsimile: (604) 685-7084

All such notices and other communications will be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery, (c) in the case of delivery by internationally-recognized express courier, on the business day following dispatch and (d) in the case of mailing, on the fifth business day following mailing.

          6.8          Headings.  The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

          6.9          Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

          6.10        Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

          6.11        Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein.

          6.12        Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

          6.13        Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

          6.14        Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

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          6.15        Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.

Principal Amount of Convertible Notes Subscribed for:

Signature of Authorized Signatory of Investor:

Name of Authorized Signatory of Investor:

Title of Authorized Signatory of Investor:

Name of Investor:

Address of Investor:

ACCEPTED BY:

INFRABLUE (US) INC.

Signature of Authorized Signatory:

Name of Authorized Signatory:

Position of Authorized Signatory:

Date of Acceptance:

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SCHEDULE A

FORM OF SECURED CONVERTIBLE PROMISSORY NOTE

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

SECURED CONVERTIBLE PROMISSORY NOTE

$[PRINCIPAL AMOUNT] [DATE]

          FOR VALUE RECEIVED, the undersigned, INFRABLUE (US) INC., a Nevada corporation (the “Maker”), hereby promises to pay to the order of [NAME OF INVESTOR] or its assigns (the “Payee”), at such place as the Payee may designate in writing, from time to time in immediately available lawful money of the United States of America, the principal sum of [PRINCIPAL AMOUNT] dollars ($[PRINCIPAL AMOUNT]US), together with interest from the date hereof on the unpaid principal balance outstanding from time to time at a rate equal to the Prime Rate per annum for U.S. banks as published in Money Rates Column of the Money and Investing Section of The Wall Street Journal from time to time. All computations of interest shall be made on the basis of a year of 365 or 366 days, as applicable, for the actual number of days for which such interest is payable.

1.          Payment. Unless previously converted in accordance with the terms of Section 1 herein, all outstanding principal and accrued interest on this Note shall be due and payable on [TWO YEAR ANNIVERSARY OF DATE] (the “Maturity Date”).

2.          Conversion. Subject to the provisions of this Note, the Payee will have the right at any time commencing on the date of the quotation of the shares in the Maker’s common stock on the National Association of Securities Dealers “Over-the-Counter Bulletin Board” and ending on the Maturity Date to convert the outstanding principal and accrued interest on this Note into units of the Maker at a conversion rate of $0.25US per unit (the “Conversion Rate”). Each unit will be comprised of one share (each a “Share”) of Common Stock of the Maker (the “Infrablue Common Stock”) and one share purchase warrant (each a “Warrant”). Each Warrant will entitle the Payee to purchase one additional Share (a “Warrant Share”) at a price of $0.50US per Warrant Share for the one year period following conversion.

          The Payee acknowledges and agrees that all certificates representing the Shares and the Warrant Shares will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Corporation, to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Shares and the Warrant Shares as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          The Payee acknowledges and agrees that all certificates representing the Warrants will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the

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Corporation, to ensure compliance with Regulation S of the Securities Act and to reflect the status of the Warrants as restricted securities:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          For purposes of this Note, the Conversion Rate shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Infrablue Common Stock. Subject to Payee’s rights pursuant to Section 1 hereof, in case of any consolidation or merger to which the Maker is a party other than a merger or consolidation in which the Maker is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Maker as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Maker), then instead of receiving Shares and Warrants, Payee shall have the right thereafter to receive the kind and amount of shares of stock and other securities and property which the Payee would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had the same portion of this Note been paid or converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section with respect to the rights and interests thereafter of the Payee, to the end that the provisions set forth in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable in connection with this Note. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

3.          Certificates. In the event of conversion of the principal amount of this Note and accrued interest under Section 1, Maker shall immediately issue certificates representing the Shares and Warrants into which the outstanding principal and interest under this Note is to be converted, such certificates to be delivered to Payee within 15 days following such termination.

4.          Prepayments. The Maker may prepay this Note, in whole or in part, and in cash, without penalty upon five days written notice to Payee. Any prepayments shall be applied first to accrued but unpaid interest and then to principal.

5.          Default. The occurrence of any one or more of the following events shall constitute an event of default, upon which Payee may declare the entire principal amount of this Note, together with all accrued but unpaid interest, to be immediately due and payable in cash:

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a.	The Maker shall fail to make any required payment of principal or interest, or issuance of Shares and Warrants, when due, and such failure shall continue through fifteen days after Payee gives written notice of such failure to Maker.
b.	The Maker makes an assignment for the benefit of creditors, or the Maker shall become insolvent or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law shall be instituted by or against the Maker.
c.	The Maker dissolves or liquidates.

6.          Applicable Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

7.          Waivers. The Maker hereby waives presentment for payment, notice of dishonor, protest and notice of payment and all other notices of any kind in connection with the enforcement of this Note.

8.          Obligations Absolute. The obligations of the Maker under this Note shall be absolute, and the Maker waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason.

9.          Assignment. The Maker may not assign, delegate or otherwise transfer any of its obligations under this Note, whether by merger, consolidation or other business combination, without the prior written consent of Payee.

10.          Costs of Collection. If this Note is not paid or otherwise performed when due or required, the Maker shall pay Payee’s reasonable costs of collection, including reasonable attorney’s fees.

INFRABLUE (US) INC.
By
	MITCHELL JOHNSON,
	President

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SCHEDULE B

DEFINITION OF U.S. PERSON

A “U.S. Person” is defined by Regulation S of the Act to be any person who is:

(a)	any natural person resident in the United States;
(b)	any partnership or corporation organized or incorporated under the laws of the United States;
(c)	any estate of which any executor or administrator is a U.S. person;
(d)	any trust of which any trustee is a U.S. person;
(e)	any agency or branch of a foreign entity located in the United States;
(f)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(g)	any partnership or corporation if:
	(i)	organized or incorporated under the laws of any foreign jurisdiction; and
	(ii)	formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

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SCHEDULE C

FORM OF WARRANT CERTIFICATE

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

INFRABLUE (US) INC.
A NEVADA CORPORATION (the “Company”)
Suite 5.15 MLS Business Centre
130 Shaftsbury Avenue
London, England W1D 5EU

COMMON STOCK PURCHASE WARRANT CERTIFICATE
[DATE OF ISSUANCE]

Warrant Certificate No.	S-
Name of Holder:
Address of Holder:
Number of Shares:
Exercise Price:	US$[@] per Share for a period of one year from the date of issuance until the Expiry Date
Expiry Date:	Δ 2007 (one year from issuance)

THIS WARRANT CERTIFIES THAT, for value received, the above named holder or its registered assigns (the “Holder”), shall have the right to purchase from the Company the above referenced number of fully paid and non-assessable shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at an exercise price equal to the exercise price set forth above (the "Exercise Price"), subject to further adjustment as set forth in this Certificate, at any time from the date hereof until 5:00 P.M., GMT, on the expiry date set forth above (the “Expiry Date”). This Warrant is issued pursuant to the Subscription Agreement between the Company and Holder (the “Subscription Agreement”) pursuant to which the Holder purchased units consisting of one share of Common Stock and one warrant to purchase one additional share of Common Stock. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1.	Exercise.
	1.1	Procedure for Exercise of Warrant. The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof:

(a)	a duly executed Notice of Exercise in substantially the form attached as Schedule A,
(b)	either (i) a written certification that the Holder is not a U.S. person, as defined under Regulation S of the Securities Act, and that the Warrant is not being exercised on behalf of a U.S. person, which written certificate may be contained in the Notice of Exercise

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	delivered pursuant to sub-paragraph (a) above; or (ii) a written opinion of counsel to the effect that the Warrant and the Shares have been registered under the Securities Act or are exempt from registration thereunder;
(c)	payment of the Exercise Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and
(d)	this Warrant.

Payment of the Exercise Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Exercise Price for each share being purchased.

          1.2          Delivery of Certificate and New Warrant. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, together with any other securities or other property which the Holder is entitled to receive upon exercise of this Warrant, shall be delivered to the Holder hereof, at the Company’s expense, within a reasonable time, not exceeding fifteen (15) calendar days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Exercise Price was received by the Company, irrespective of the date of delivery of such certificate.

          1.3          Restrictive Legend. This Warrant and the Shares have not been registered under the Securities Act of 1933, as amended, (the "Securities Act") and the Warrants have been and the Shares, upon exercise of the Warrants, will be issued pursuant to exemptions from the registration requirements of the Securities Act. Neither this Warrant nor any of the Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an exemption from the registration requirements of the Securities Act. Each certificate for the Warrant, the Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant constitutes and the Shares upon issuance will constitute “restricted securities” under the Securities Act. The holder acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

          1.4          Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying to Holder an amount computed by multiplying the fractional interest by the current market price of a full Share.

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2.       Covenants of the Company.

          2.1          Authorized Shares. The Company covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise in full of the rights represented by this Warrant.

          2.2          Issuance of Shares. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and non-assessable, and free from all transfer taxes, liens and charges with respect to the issue thereof.

3.       Transfer and Replacement.

          (a)          Subject to compliance with any applicable securities laws and the conditions set forth herein, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Shares without having a new Warrant issued.

          (b)          The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

          (c)          If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer that (i) the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the holder or transferee execute and deliver to the Company such documentation as is necessary to establish that the shares are being transferred pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws or in an offshore transaction pursuant to and in accordance with Rule 904 of Regulation S of the Securities Act.

          (d)          The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

4.       Adjustments of Exercise Price and/or Number of Shares.

          4.1          Subdivision or Combination of Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii)

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combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

          4.2          Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the share capital of the Company, or any consolidation or merger of the Company with another Company, or the sale of all or substantially all of its shares and/or assets or other transaction (including, without limitation, a sale of substantially all of its assets followed by a liquidation) shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities or other assets or property, then, as a condition of such recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for the number of outstanding Common Stock which such Holder would have been entitled to receive had such Holder exercised this Warrant immediately prior to the consummation of such recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to give effect to the adjustments provided for in this Section 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 4.2 shall similarly apply to successive recapitalizations, reclassifications, reorganizations, consolidations, mergers or sales.

          4.3          Notice of Adjustment. Whenever the number of Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

5.      Miscellaneous Provisions.

          5.1          Notices. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered or forwarded to the Holder at the address for Holder provide on the first page of this Warrant or to such other address or number as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered or forwarded to the Company at the address set forth above, Attention: President or to such other address or number as shall have been furnished to Holder in writing by the Company. All notices, requests and approvals required by this Warrant shall be in writing and shall be conclusively deemed to be given (a) when hand-delivered to the other party, (b) when received if sent by facsimile at the address and number set forth above; provided that notices given by facsimile shall not be effective, unless either (i) a duplicate copy of such facsimile notice is promptly given by depositing the same in the mail, postage prepaid and addressed to the party as set forth below or (ii) the receiving party

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delivers a written confirmation of receipt for such notice by any other method permitted under this paragraph; and further provided that any notice given by facsimile received after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed received on the next business day; (c) five (5) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, and addressed to the party as set forth below; or (d) the next business day after deposit with an international overnight delivery service, postage prepaid, addressed to the party as set forth below with next business day delivery guaranteed; provided that the sending party receives confirmation of delivery from the delivery service provider.

          5.2          Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

          5.3          No Rights as Stockholder. This Warrant shall not entitle the Holder to any of the rights of a stockholder of the Company except upon exercise in accordance with the terms hereof.

          5.4          Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada as applied to agreements among Nevada residents made and to be performed entirely within the State of Nevada, without giving effect to the conflict of law principles thereof.

          5.5          Waiver, Amendments and Headings. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (either generally or in a particular instance and either retroactively or prospectively). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer effective as of the _________ day of February, 2006.

	INFRABLUE (US) INC.
Signature of Authorized Signatory:	Per:
Name of Authorized Signatory:
Position of Authorized Signatory:

SCHEDULE A

FORM OF NOTICE OF EXERCISE

TO: INFRABLUE (US) INC.

The undersigned hereby exercises the right to purchase the number of shares of common stock of Infrablue (US) Inc. (the "Company") set forth below (the "Shares") pursuant to the Warrant to Purchase Common Stock issued by the Company and dated [fDATE OF ISSUANCE]. In accordance with the provisions of the Warrant, the undersigned hereby tenders the following concurrently with the delivery of this Notice of Exercise (i) payment of the Exercise Price payable by the undersigned for the Shares (the “Purchase Price”) in effect for each of the Shares being purchased, and (ii) the original Warrant.

Number of Shares Purchased:	Δ Shares
Aggregate Purchase Price:	$ Δ US

The undersigned represents and warrants to and agrees with the Company that:

1.	It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment.
2.	The Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares.
3.	It is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws.
4.	It understands the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on a safe-harbour from such registration requirements.
5.	The undersigned is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

A “U.S. Person” is defined by Regulation S of the Act to be any person who is:

(h)	any natural person resident in the United States;
(i)	any partnership or corporation organized or incorporated under the laws of the United States;
(j)	any estate of which any executor or administrator is a U.S. person;

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(k)	any trust of which any trustee is a U.S. person;
(l)	any agency or branch of a foreign entity located in the United States;
(m)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(n)	any partnership or corporation if:
	(i)	organized or incorporated under the laws of any foreign jurisdiction; and
	(ii)	formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts.

6.	The undersigned was not in the United States at the time the offer to purchase the Shares was received and the Subscriber was not in the United States at the time these Warrants were exercised.
7.	The undersigned acknowledges that the Shares are “restricted securities” within the meaning of the Securities Act and will be issued to the Subscriber in accordance with Regulation S of the Securities Act without registration under the Securities Act.
8.	The undersigned agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.
9.	The undersigned agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.
10.	The Subscriber acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

22

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11. The Subscriber and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

Date of Execution:

Signature of Purchaser or Authorized Signatory of Purchaser (if the Purchaser is not an individual):

Name of Authorized Signatory of Purchaser(if the Purchaser is not an individual):

Title of Authorized Signatory of Purchaser(if the Purchaser is not an individual):

Name of Purchaser:

Address of Purchaser:

23

EX-23.1

EXHIBIT 23.1

	Suite 400 - 889 West Pender Street
	Vancouver, BC Canada V6C 3B2
	Tel 604 694-6070
	Fax 604 585-8377
	info@staleyokada.com
	www.staleyokada.com

March 17, 2006

Infrablue (US) Inc.
Suite 5.15, 130 Shaftesbury Avenue
London, England W1D 5EU

Attention: Mitchell Johnson, President

Re:	Infrablue (US) Inc.
	Registration Statement Form SB-2/A2

Ladies and Gentlemen:

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion of our reports dated November 4, 2005 except as to Note 8 which is as at November 30, 2005 for the period ended July 31, 2005, and October 28, 2005 except as to Note 11 which is as at November 30, 2005 for the years ended September 30, 2005 and 2004, in respect of the following financial statements, in the registration statement to be filed by Infrablue (US) Inc. (formerly Tomi Holdings Inc.) (the “Company”) with the United States Securities and Exchange Commission to register 9,990,800 shares of common stock of the Company for resale by certain selling stockholders:

• the interim balance sheet of Tomi Holdings Inc. as at July 31, 2005, and the related interim statements of changes in stockholders’ equity, operations and cash flows for the period from incorporation (April 5, 2005) to July 31, 2005; and

• the consolidated balance sheets of the Company as at September 30, 2005 and 2004 and the related consolidated statements of changes in stockholders’ deficiency, operations and cash flows for the year ended September 30, 2005 and for each of the periods from incorporation (February 18, 2004) to September 30, 2005 and 2004.

We also consent to the inclusion of our name under the caption “Experts” in the Form SB-2/A2.

Very truly yours,

“Staley, Okada & Partners”

Staley, Okada & Partners
CHARTERED ACCOUNTANTS

CORRESP

Lang Michener LLP
BARRISTERS & SOLICITORS

Vancouver
Toronto
Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117
Vancouver, British Columbia, Canada V6E 4N7
Telephone (604) 689-9111
Facsimile (604) 685-7084

File Number: 57429-8

Web site: www.langmichener.com

Direct Line: (604) 691-7410
Direct Fax Line: (604) 893-2669
E-Mail: mtaylor@lmls.com

March 20, 2006

BY COURIER & FILED BY EDGAR
MAIL STOP 4561

The United States Securities
and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
Washington, D.C. 20549-4561

Attention: Mr. Paul Fischer, Staff Attorney and
Ms. Elaine Wolff, Branch Chief

Infrablue (US) Inc.
Registration Statement on Form SB-2
Amended on February 10, 2006
SEC File No. 333-130403
__________________________________________

We write on behalf of Infrablue (US) Inc. (the “Company” or “Infrablue”) in response to Staff’s letter of February 24, 2006 (the "Comment Letter") signed by Elaine Wolff, Branch Chief, of the United States Securities and Exchange Commission (the “Commission”) regarding the Company's Amendment No. 1 Form SB-2 (the "Form SB-2/A1") filed with the Commission on February 10, 2006. On behalf of the Company, we have filed with the Commission via the EDGAR system, an Amendment No. 2 to the Registration Statement on Form SB-2 (as revised, the “Form SB-2/A2”). We enclose with this letter two copies of the Form SB-2/A2, plus two copies that have been redlined to show the changes from the previous Form SB-2/A1 filing.

In addition to the Form SB-2/A2, we also provide below our item-by-item responses to the comments made in the Comment Letter. The factual information provided herein relating to the Company has been made available to us by the Company. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter. Capitalized terms used herein and not defined, have the same meanings given such terms in the Form SB-2/A2.

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General

1. WE NOTE YOUR RESPONSE TO COMMENT 2, BUT ARE UNABLE TO LOCATE THE ARC GROUP RESEARCH DATED NOVEMBER 4, 2004. PLEASE PROVIDE US WITH A COPY OF THE CITED SOURCE.

In response to Staff’s comment, we enclose a copy of the Arc Group Research dated November 4, 2004.

State Securities Laws, page 18

2. WE NOTE YOUR RESPONSE TO COMMENT 21. PLEASE REVISE THE COVER PAGE, SUMMARY AND THROUGHOUT TO INDICATE THAT YOU DO NOT PRESENTLY PLAN TO REGISTER OR QUALIFY THE COMMON SHARES PURSUANT TO STATE LAW AND THE CONSEQUENCES TO INVESTORS. FURTHER, PLEASE REVISE THE RISK FACTOR HEADING AS WELL AS THE DISCLOSURE TO REFLECT THE FACT THAT YOU DO NOT INTEND TO REGISTER OR QUALIFY THE SHARES IN ANY STATE AND REVISE THE HEADING AND THE DISCUSSION TO DISCLOSE THE RISKS ASSOCIATED WITH YOUR INTENTION NOT TO REGISTER OR QUALIFY THE SHARES IN ANY STATE.

In response to Staff’s comment, the Company has amended the Form SB-2 in order to confirm that the Company does not presently plan to register or qualify the common shares pursuant to state securities laws other than where registration by coordination may be available and where requested by a shareholder in order to facilitate compliance with those state securities laws. Additional disclosure has been added to the cover page of the prospectus, the summary of the prospectus and to the plan of distribution. In addition, a risk factor has been added to address this issue.

Administration Contact with Azuracle – page 27

3. WE NOTE YOUR RESPONSE TO COMMENT 25, BUT ARE UNABLE TO DETERMINE WHERE YOU HAVE REVISED THIS SECTION OF YOUR DOCUMENT IN RESPONSE TO THE COMMENT. PLEASE REVISE OR ADVISE.

In response to Staff’s comments, we advise that the “Description of Properties” section of the Form SB-2 was originally amended in response to Staff’s Comment No. 25 in order to confirm that the administration contract with Azuracle is not for a defined term and may be terminated by either party delivering one month’s written notice of termination to the other. The Company has further amended the Form SB-2 in order to include this disclosure in the discussion of the administration contract with Azuracle on page 29 of the revised Form SB-2 in the “Description of Business” section. The Company supplementally advises that the rates for many of the services to be provided by Azuracle to the Company upon the Company’s request have not been fixed as the nature and timing of these services is not known. As noted in the disclosure, the Company and Azuracle will agree upon rates for services in advance of them being provided by Azuracle. As the rates for which Azuracle will provide additional administrative services is presently not known, the Company has not made any amendment to the disclosure regarding its administration contract with Azuracle to state the agreed upon rates.

With regards to our response letter dated February 8, 2006, we confirm that our response to Staff’s Comment No. 25 was inaccurate as no amendment had been made to provide additional disclosure regarding the rates for which Azuracle will provide additional administrative services. This statement was in error and we apologize for the confusion that our incorrect response created.

- 3 -

Certain Relationships and Related Transactions – page 41

4. WE NOTE YOUR RESPONSE TO COMMENT 30, AND YOUR STATEMENT IN PARAGRAPH THREE THAT THE DETERMINATION OF THE NUMBER OF SHARES ISSUED FOR THE INTELLECTUAL PROPERTY ASSETS "WAS DETERMINED BY ARMS LENGTH NEGOTIATION WITH THE KEYDATA PARTNERSHIP." NOTE 8.d. TO THE FINANCIAL STATEMENTS, HOWEVER, INDICATES THAT THE ACQUISITION OF THE INTELLECTUAL PROPERTY ASSETS WAS A "RELATED PARTY TRANSACTION". PLEASE ADVISE TO ADDRESS THE APPARENT DISCREPANCY. WE NOTE THAT THE PURCHASE AGREEMENT BETWEEN THE COMPANY AND PUBLICLOCK WAS DATED NOVEMBER 1, 2005, AND THE PURCHASE AGREEMENT BETWEEN PUBLICLOCK AND KEYDATA WAS LIKEWISE DATED NOVEMBER 1, 2005.

In response to Staff’s comments, the Company believes that its statement in the Form SB-2 that the determination of the number of shares issued for the intellectual property assets “was determined by arm’s length negotiation with the Keydata Partnership” is correct. At the time of the negotiation of the transaction between PublicLock and the Keydata Partnership, the Keydata Partnership was neither an affiliate of PublicLock nor an affiliate of Infrablue. The purchase agreement between the Company and PublicLock was negotiated concurrently with the purchase agreement between PublicLock and the Keydata Partnership. This concurrent negotiation and the dating of each purchase agreement as of November 1, 2005 resulted from the fact that PublicLock could not agree to sell the intellectual property assets to the Company until such time as it had obtained the agreement of the Keydata Partnership to sell these assets to PublicLock. Further, PublicLock could not agree to deliver the 10,000,000 shares of the Company’s common stock to the Keydata Partnership as consideration for the intellectual property assets without the purchase agreement between the Company and PublicLock being in place. During these negotiations, PublicLock was an affiliate and a related party of the Company. However, the Keydata Partnership was not a related party to either the Company or PublicLock nor was it an affiliate or shareholder of either entity at this time. Upon completion of the transactions, the Keydata Partnership became a greater than 10% shareholder of Infrablue. Accordingly, the transaction is reflected as a “related party transaction” in the notes to the Company’s financial statements.

Consolidated Financial Statements, page F-1

5. PLEASE UPDATE YOUR FINANCIAL STATEMENTS AS REQUIRED BY ITEM 310(g) OF REGULATION S-B.

In response to Staff’s comment, the Company has revised the Form SB-2 in order to include its interim consolidated financial statements for the three months ended December 31, 2005.

Consolidated Statements of Cash Flows, page F-6

6. WE NOTE YOUR REVISIONS IN RESPONSE TO COMMENT 33. IT DOES NOT APPEAR THAT THE $9,294 CHARACTERIZED AS "DUE TO TOMI HOLDINGS, INC." WOULD HAVE RESULTED IN A CASH INFLOW ON A CONSOLIDATED BASIS. IN ADDITION, IT APPEARS THAT THE CHANGE IN CONSOLIDATED ACCRUED LIABILITIES FOR THE YEAR ENDED SEPTEMBER 30, 2005 WAS $33,021 RATHER THAN $22,994. PLEASE ADVISE.

In response to Staff’s comment, the Company has amended its audited financial statements in order to reclassify the $9,294 characterized as “Due to Tomi Holdings Inc.” from financing activity to investing activity under the line “Cash acquired on purchase of Tomi Holdings Inc.”. The Company advises that, on a consolidated basis, Tomi Holdings would have had $9,294 more

- 4 -

in cash if it did not advance the $9,294 to Infrablue UK prior to closing. Accordingly, the $9,294 was added to become part of the cash acquired on purchase of Tomi Holdings Inc.

In response to Staff’s comments regarding the change in accrued liabilities, the Company advises that the $10,027 difference was a result of Infrablue UK assuming all of Tomi Holdings accrued liabilities on the date of the reverse acquisition. The assumption by InfraBlue UK of the accrued liabilities did not result in a cash inflow from operating activities; therefore, the net change between the opening and closing balance of accrued liabilities of $33,021 has been reduced by $10,027.

Note 2 – Significant Accounting Policies
j) Revenue Recognition, page F-10

7. WE NOTE YOUR RESPONSE TO COMMENT 35. PLEASE SPECIFICALLY TELL US HOW YOU CONSIDERED PARAGRAPHS 56-62 OF SOP 97-2 WHEN DETERMINING WHETHER TO ALLOCATE A PORTION OF THE REVENUE FROM THE IRMA DEVICE SALES TO THE UPGRADES AND CUSTOMER SUPPORT OFFERED TO CUSTOMERS SUBSEQUENTLY TO SALES.

In response to Staff’s comment, the Company has provided the response attached hereto as Schedule A which sets forth the Company’s considerations of paragraphs 56 through 62 of SOP 97-2 when determining whether to allocate a portion of the revenue from device sales to the upgrades and customer support offered to customers subsequently to sales.

Note 11 – Subsequent Events, page F-18

8. WE NOTE YOUR RESPONSE TO COMMENT 237. PLEASE DISCLOSE THE VALUE OF THE AGGREGATE SHARES ISSUED TO PUBLICLOCK, INC. IN EXCHANGE FOR THE INFRABLUE TECHNOLOGY BASED UPON YOUR PROPOSED OFFERING PRICE.

In response to Staff’s comment, the Company has revised its audited financial statements for the year ended September 30, 2005 in order to disclose the aggregate value of the shares of the Company issued to PublicLock in exchange for the Infrablue technology based on the initial offering price of $0.25 per share. This disclosure is provided in Note 11 “Subsequent Events” to the audited financial statements.

Item 28 - Undertakings

9. WE NOTE YOUR RESPONSE TO COMMENT 40. PLEASE REVISE TO INCLUDE THE UNDERTAKINGS PURSUANT TO ITEM 512(g) OF REGULATION S-B AS RECENTLY AMENDED.

In response to Staff’s comment, the Company has amended the Form SB-2 in order to include the undertakings required pursuant to Item 512(g) of Regulation S-B, as recently amended.

- 5 -

If you have any questions or require any additional information or documents, please telephone the undersigned at (604) 691-7410.

Yours truly,

/s/ Michael H. Taylor

Michael H. Taylor
for Lang Michener LLP

MHT/jl
Encls.

cc:	Jessica Barberich, Accountant Kristi Beshears, Senior Accountant
cc:	Staley Okada & Partners Chartered Accountants
cc:	Infrablue (US) Inc.
	Attention: Mitchell Johnson, President and CEO

2009 sales of Bluetooth smartphones set to reach 87.5m units Vs 18.8m for WLAN
ARC Group
04 November 2004

ARC Group expects sales of high-end smartphones (*) to reach 14.7m units in 2004, representing 53% of total smartphone sales. During the next five years, low-end smartphone (**) sales will grow slowly from 12.90m units in 2004 to 44.5m units in 2009, as many of the functions they offer are incorporated into standard feature phones. At the same time, demand for high-end smartphones will continue to grow steadily, so that their share of the smartphone market will increase to 64.5% in 2009, which represents figure sales of 80.5m units.

In the short- to medium-term, high-end smartphones will continue to attract professionals, early adopters and a great number of technophiles who are ready to invest in the latest technology. Sales of these devices remain low for many reasons, including the relatively high price of both devices and wireless data services, which makes it difficult for operators and service providers to balance device subsidies against the potential for increased data revenue streams.

In contrast with high-end smartphones, low-end smartphones often attract early consumers for functionalities such as friendly UI, camera, music, and multimedia messaging or Bluetooth. As a result, they represent a potential source of increased wireless data revenue streams, which in turn encourages operators to subsidise them. In addition, these devices generally support a limited number of features and require less powerful hardware components, which significantly reduce their cost.

On the top of their relative high cost, other reasons behind the relatively slow growth of the global smartphone market include their comparatively large size and heavy weight compared with traditional handsets. They also suffer from a very short battery life due to the substantial energy consumption of the CPUs, communication modules and high resolution screens - necessary features to deal with bandwidth consuming data services. However, ARC Group's Future Mobile Computing report predicts that with the hardware and software technology advances and the promise of new battery technologies, energy consumption of smartphones will halve within the next two years, enabling longer connection time. The price of these devices is also expected to reduce significantly during the next five years due mainly to the decrease in cost of hardware components including colour screens, memory, processors, and batteries. 'These components are traditionally used in other electronics devices such as PDAs, digital cameras, music players, and games devices. Therefore, the cost erosion will be driven primarily by high demand from different markets. The average price of smartphones is expected to decline even further depending on the level of competition and volume demand' says Dr Malik Saadi, senior analyst with the ARC Group and author of Future Mobile Computing: Device trends and wireless solutions.

It is important to note that the bill of material of smartphone devices is significantly dependant on the quality of embedded components and features. For example, a smartphone embedding low resolution screen (4000 colours), NAND memory, VGA camera, and ARM7 processor is much cheaper than a smartphone with high resolution screen (65,000 colours), NOR memory, ARM9 or above architecture, and a megapixel camera or above. Features such as Bluetooth could add as much as $10 and Wi-Fi as much as $25 to the bill of materials.

Future Mobile Computing finds that Bluetooth is mainly embedded in smartphones targeting the European market where Bluetooth is popular. However, Bluetooth capable smartphones are less popular in North America and even less so in Asia Pacific with the exception of Japan. Shipments of smartphones with built-in Bluetooth will grow from 2m units in 2003 to more than 6m units in 2004. ARC Group expects shipments of Bluetooth smartphones to reach 87.5m units totaling about 70% of the smartphone market.

Compared to other wireless technologies, such as Bluetooth, WLAN does not yet offer an ideal solution for being incorporated into smartphones. It has many significant challenges and disadvantages, specifically the fact that the price of building in this feature remains very high. This makes it even more difficult to subsidize WLAN devices and hence to justify the high price to the end-user. In addition current WLAN modules are bulky compared to Bluetooth because they include extra components for signal shaping and power amplification. Embedding these modules in smartphones, which already house bulky 2.5G/3G wireless modules, will dramatically complicate the design process and result in significantly larger form-factor devices as well as dramatically affecting the overall power consumption. Smartphones already suffer from high energy drain due to the high power consumption of 2.5G/3G wireless modules. In terms of usability, embedding WLAN into smartphones side by side to WWAN is not yet justified because WLAN-WWAN roaming solutions are still in their infancy and service providers will need time to adopt the technology. This will depend on the popularity of WLAN in the enterprise and also in public areas such as hotspots.

'Handset vendors have not offered much WLAN support so far, although in 2004, some manufacturers revealed smartphones incorporating WLAN at the very high-end segment of their product portfolio' adds Dr Saadi. 'Microsoft and Intel are the main supporters of including WLAN in smartphones as Microsoft OSs have already integrated WLAN stacks and Microsoft Xscale processors come with a WLAN interface. The majority of early WLAN devices are primarily targeting the North American market. Sales of WLAN devices are expected to grow only slightly over the next two years to reach 1.27m units worldwide by 2005. It is anticipated that after 2005, sales of WLAN smartphones will increase significantly to reach 18.75m units by 2009, which will represent 15% of total smartphone sales.'

(*) Mobile phones featuring advanced computing capabilities and handheld devices with cellular connectivity have converged in recent years into one category of devices that ARC Group refers to as high-end smartphones.

(**) ARC Group defines low-end smartphones as rich media phones that are basically terminals with an advanced user interface, embedding more than three features such as music, video player and recorder, camera, MMS, games, web browsing, synchronization with PC, Bluetooth, etc. These devices may be used in the business and corporate markets but specifically target the high-end and mid-range segments of the consumer market. In terms of functionality, the gap between low-end smartphones and feature rich phones is closing but the performance provided by the former is much higher than that provided by the latter, which is sometimes reflected in the price difference between the two categories.

SCHEDULE A

Company Response to Comment 7 Regarding Revenue Recognition Accounting Policies

Per SOP 97-2 Paragraph 56:

“Software arrangements may include the right to PCS. PCS includes the right to receive PCS services or unspecified upgrades/enhancements, or both, offered to users or resellers. A vendor may develop historical patterns of regularly providing all customers or certain kinds of customers with the services or unspecified upgrades/enhancements normally associated with PCS, or may anticipate doing so, even though there is no written contractual obligation or the stipulated PCS term commences at some date after delivery. In those situations, an implied PCS arrangement exists that commences upon product delivery. For purposes of applying the guidance in this SOP, PCS includes a vendor's expected performance based on such patterns, even if performance is entirely at the vendor's discretion and not pursuant to a formal agreement.”

Company Response:

The provision of software upgrades as a free download from our website and the pre sales and post sales customer support meet the above definition of PCS (Post-Contract Customer Support).

Per SOP 97-2 Paragraph 57:

“If a multiple-element software arrangement includes explicit or implicit rights to PCS, the total fees from the arrangement should be allocated among the elements based on vendor-specific objective evidence of fair value, in conformity with paragraph 10. The fair value of the PCS should be determined by reference to the price the customer will be required to pay when it is sold separately (that is, the renewal rate). The portion of the fee allocated to PCS should be recognized as revenue ratably over the term of the PCS arrangement, because the PCS services are assumed to be provided ratably. However, revenue should be recognized over the period of the PCS arrangement in proportion to the amounts expected to be charged to expense for the PCS services rendered during the period if—

• Sufficient vendor-specific historical evidence exists demonstrating that costs to provide PCS are incurred on other than a straight-line basis. In making this determination, the vendor should take into consideration allocated portions of cost accounted for as research and development (R&D) costs and the amortization of costs related to the upgrade-enhancement capitalized in conformity with FASB Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed . Such costs should be considered as part of the costs to provide PCS.

• The vendor believes that it is probable that the costs incurred in performing under the current arrangement will follow a similar pattern.

Because the timing, frequency, and significance of unspecified upgrades/enhancements can vary considerably, the point at which unspecified upgrades/enhancements are expected to be delivered should not be used to support income recognition on other than a straight-line basis.”

Company Response:

The service element cannot be valued separately since different users of the software will need different levels of service. Sophisticated users might not need any services while novice users

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will need more technical assistance. Additionally, the fair value of the PCS cannot be determined by reference to the price the customer will be required to pay when the service element is sold separately. There will be no fees collected, as there is no renewal of the PCS.

Per SOP 97-2 Paragraph 58:

“If sufficient vendor-specific objective evidence does not exist to allocate the fee to the separate elements and the only undelivered element is PCS, the entire arrangement fee should be recognized ratably over (a) the contractual PCS period (for those arrangements with explicit rights to PCS) or (b) the period during which PCS is expected to be provided (for those arrangements with implicit rights to PCS).”

Company Response:

See Company response to paragraph 59 below.

Per SOP 97-2 Paragraph 59:

“PCS revenue may be recognized together with the initial licensing fee on delivery of the software if all of the following conditions are met.

a.	The PCS fee is included with the initial licensing fee.
b.	The PCS included with the initial license is for one year or less.
c.	The estimated cost of providing PCS during the arrangement is insignificant.
d.	Unspecified upgrades/enhancements offered during PCS arrangements historically have been and are expected to continue to be minimal and infrequent.”

If PCS revenue is recognized upon the delivery of the software, the vendor must accrue all estimated costs of providing the services, including upgrades/enhancements. Upgrades/enhancements are not developed solely for distribution to PCS customers; revenues are expected to be earned from providing the enhancements to other customers as well. Therefore, costs should be allocated between PCS arrangements and other licenses.”

Company Response:

All conditions are met: the PCS fee is included with the purchase of the IRMA device and software, the PCS included with purchase of the IRMA device and software is only for one year, the estimated cost of providing the PCS are insignificant since it only includes technical support emails, which is administered by Mr. Johnson, the Company’s President and upgrades and enhancements will be minimal, infrequent and available free of charge through our website. Therefore, the PCS revenue may be recognized together with the purchase of and on delivery of our IRMA products as all of the above conditions are met.

Per SOP 97-2 Paragraph 60:

“A determination that unspecified upgrades/enhancements offered during the PCS arrangement are expected to be minimal and infrequent should be evidenced by the patterns of minimal and infrequent unspecified upgrades/enhancements offered in previous PCS arrangements. A conclusion that unspecified upgrades/enhancements are expected to be minimal and infrequent should not be reached simply because unspecified upgrades/enhancements have been or are expected to be offered less frequently than on an annual basis. Regardless of the vendor's history of offering unspecified

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upgrades/enhancements to initial licensees, PCS should be accounted for separately from the initial licensing fee if the vendor expects to offer upgrades/enhancements that are greater than minimal or more than infrequent to the users or resellers of the licensed software during the PCS arrangement.”

Company Response:

Previous experience proves that there have been minimal and infrequent upgrades/enhancements related to our IRMA products. In addition, the estimated cost of providing the PCS are insignificant since it only includes technical support via emails, which is administered by Mr. Johnson, our President. Therefore, revenue from both the sale of our IRMA products and the PCS are recognized concurrently.

Per SOP 97-2 Paragraph 61:

“Post delivery Telephone Support at No Additional Charge. Post delivery telephone support provided to users by the vendor at no additional charge should be accounted for as PCS, in conformity with this SOP, regardless of whether the support is provided explicitly under the licensing arrangement. Although such telephone support may be offered or available for periods exceeding one year, if the vendor has established a history of providing substantially all the telephone support within one year of the licensing or sale of the software, the PCS may be considered to have a term of one year or less in applying paragraph 59, item (b) of this SOP. Accordingly, revenue allocable to telephone support may be recognized together with the initial licensing fee on delivery of the software if all the conditions in paragraph 59 of this SOP are met. This provision applies only to telephone support provided at no additional charge. If revenue allocable to telephone support is recognized together with the licensing fee on delivery, the vendor should accrue the estimated cost of providing that support.”

Company Response:

We do not provide post delivery telephone support. We only provide pre sales and post sales customer support through email. The costs of such support are insignificant.

Per SOP 97-2 Paragraph 62:

“PCS Granted by Resellers. An arrangement in which a vendor grants a reseller the right to provide unspecified upgrades/enhancements to the reseller's customers is an implied PCS arrangement between the vendor and the reseller, even if the vendor does not provide direct telephone support to the reseller's customers. If sufficient vendor-specific objective evidence does not exist to allocate the fee to the software and the PCS, revenue from both the licensing arrangement and the PCS should be recognized ratably over the period during which PCS is expected to be provided.”

Company Response:

There is no arrangement granted by us to any of our resellers to provide PCS regarding our IRMA products. All PCS support, upgrades and enhancements for our IRMA products are provided through our company’s website. Therefore, revenue from both the sale of our IRMA products and the PCS are recognized concurrently.