-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITgJ/p7qviqeslnM3yFe+X1YxSfkG9gmoAC64eCBKxQA2enjh4zwVUI5opCGpgNX RIvCEI3VM2UVBz9X/AIMrg== 0001062993-07-003617.txt : 20070917 0001062993-07-003617.hdr.sgml : 20070917 20070917163106 ACCESSION NUMBER: 0001062993-07-003617 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFRABLUE (US) INC. CENTRAL INDEX KEY: 0001343465 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-51935 FILM NUMBER: 071120452 BUSINESS ADDRESS: STREET 1: SUITE 5.15 MLS BUSINESS CENTRE STREET 2: 130 SHAFTESBURY AVENUE CITY: LONDON STATE: X0 ZIP: W1D 5EU BUSINESS PHONE: 44(0)20 7031-1189 MAIL ADDRESS: STREET 1: SUITE 5.15 MLS BUSINESS CENTRE STREET 2: 130 SHAFTESBURY AVENUE CITY: LONDON STATE: X0 ZIP: W1D 5EU 10QSB 1 form10qsb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Form 10QSB

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

FORM 10-QSB

[X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 2007

[   ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the transition period from ____to _____

Commission File Number: 000-51935

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

NEVADA N/A
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

Suite 3.19, 130 Shaftesbury Avenue, London, England WID 5EU
(Address of principal executive offices)

+44 (0) 20 7031 1189
Issuer's telephone number

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]   No [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [   ] No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 28,724,392 shares of common stock as of September 13, 2007.

Transitional Small Business Disclosure Format (check one): Yes [   ] No [X]


INFRABLUE (US) INC.

Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
June 30, 2007

INDEX

PART I – FINANCIAL INFORATION M 1
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis 2
Item 3. Controls and Procedures 10
PART II – OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits 11

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding our ability to achieve commercial levels of sales of our IRMA device, our ability to successfully market our IRMA device, our ability to continue development and upgrades to the IRMA device and our Infrablue technology, availability of funds, government regulations, common share prices, operating costs, capital costs and other factors. Forward-looking statements are made, without limitation, in relation to our operating plans, our liquidity and financial condition, availability of funds, operating costs and the market in which we compete. 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 our registration statement on Form SB-2, filed originally with the Securities and Exchange Commission (the “SEC”) on December 16, 2005, as amended, this quarterly report on Form 10-QSB, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

i


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited condensed consolidated interim financial statements of Infrablue (US) Inc. (the “Company”) are included in this Quarterly Report on Form 10-QSB:

  Page

Consolidated Balance Sheets as at June 30, 2007 (unaudited) and September 30, 2006 (audited)

F-1

Consolidated Statements of Operations for the three and nine months ended June 30, 2007 and 2006 and for the period from incorporation (February 18, 2004) to June 30, 2007 (unaudited)

F-2

Consolidated Statements of Cash Flows for the nine months ended June 30, 2007 and 2006 and for the period from incorporation (February 18, 2004) to June 30, 2007 (unaudited)

F-3

Notes to Consolidated Financial Statements

F-4

- 1 -


INFRABLUE (US) INC.

     (Formerly Tomi Holdings Inc.)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(Unaudited)

CONSOLIDATED BALANCE SHEETS
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

    June 30,     September 30,  
    2007     2006  
ASSETS   (Unaudited)     (Audited)  
Current            
   Cash $  1,666   $  679  
   Prepaids   6,986     8,151  
   Accounts receivable   3,457     3,601  
   Inventory   11,919     13,863  
    24,028     26,294  
             
Equipment, net of $4,007 accumulated depreciation   270     1,242  
  $  24,298   $  27,536  
             
             
LIABILITIES            
Current            
 Accounts payable $  224,398   $  49,879  
 Accrued liabilities   19,505     60,275  
 Accrued interest (Note 2 & 3)   316     4,468  
 Due to related parties (Note 4)   156,001     56,135  
    400,220     170,757  
Loan Payable (Note 2)   14,027     -  
Convertible Promissory Notes Payable (Note 3)   -     100,500  
    414,247     271,257  
             
             
STOCKHOLDERS’ DEFICIENCY            
Capital Stock            
   Common Stock (Note 5)            
     Authorized: 100,000,000 shares with $0.001 par value            
     Issued: 28,724,392 (September 30, 2006 - 28,065,800)   28,725     28,066  
     Additional paid-in capital   2,940,245     2,776,256  
   Preferred Stock            
     Authorized: 5,000,000 shares with $0.001 par value            
     Issued: Nil   -     -  
Accumulated Comprehensive Loss   (11,783 )   (7,248 )
Deficit - Accumulated during the development stage   (3,347,136 )   (3,040,795 )
    (389,949 )   (243,721 )
  $  24,298   $  27,536  

Going concern (Note 1)

- See Accompanying Notes -



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

                            Cumulative  
                            From  
                            Incorporation  
    For the Three     For the Three     For the Nine     For the Nine     February 18,  
    Months Ended     Months Ended     Months Ended     Months Ended     2004 to  
    June 30,     June 30,     June 30,     June 30,     June 30,  
    2007     2006     2007     2006     2007  
                               
Sales $  2,991   $  10,731   $  6,044   $  31,630   $  72,859  
                               
Direct Costs   24     7,533     2,810     23,450     52,668  
                               
Gross Profit   2,967     3,198     3,234     8,180     20,919  
                               
General and Administrative Expenses                              
   Accounting and auditing   15,572     19,936     61,140     96,047     267,134  
   Consulting   67,457     -     201,076     2,125     248,139  
   Depreciation   314     318     1,030     939     3,680  
   Development   -     6,082     -     6,082     9,567  
   Filing fees   -     1,220     2,155     6,235     8,785  
   Intellectual property   -     -     -     2,500,000     2,500,000  
   Interest and bank charges   492     (1,403 )   4,006     1,126     11,361  
   Investor relations   -     -     11,579     -     18,250  
   Legal   2,106     17,695     9,156     41,428     72,806  
   Marketing and promotion   -     42     -     2,974     37,310  
   Office and information technology   209     392     809     1,291     11,989  
   Rent   3,946     2,739     8,783     7,992     35,203  
   Salaries and wages   45     (2,224 )   5,210     29,877     136,539  
   Sub-contractors   -     -     -     -     5,551  
   Test equipment   -     186     -     1,419     1,439  
   Travel   -     38     14     214     2,492  
Total General and Administrative                              
Expenses   90,141     45,021     304,958     2,697,749     3,370,245  
                               
Loss from Operations   (87,174 )   (41,823 )   (301,724 )   (2,689,569 )   (3,350,054 )
                               
Other Income (Expense)                              
   Gain on forgiveness of debt   -     -     -     -     869  
   Interest expense   (18 )   (3,393 )   (188 )   (3,433 )   (188 )
   Recovery of license fee   -     -     -     -     7,838  
   Foreign exchange loss   (4,345 )   (187 )   (4,429 )   (785 )   (5,601 )
                               
Net Loss $  (91,537 ) $  (45,403 ) $  (306,341 ) $  (2,693,787 ) $  (3,347,136 )
                               
                               
Weighted Average Shares Outstanding                              
– Basic and Diluted   28,724,392     28,065,800     28,360,116     25,750,928        
                               
Loss per Share – Basic and Diluted $  (0.00 ) $  (0,00 ) $  (0.01 ) $  (0.10 )      

- See Accompanying Notes -


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

                Cumulative  
                From  
                Incorporation  
    For the Nine     For the Nine     February 18,  
    Months Ended     Months Ended     2004 to  
    June 30,     June 30,     June 30,  
    2007     2006     2007  
Operating                  
Net loss $  (306,341 ) $  (2,693,787 ) $  (3,347,136 )
Items not involving cash:                  
     Depreciation   1,030     939     3,680  
     Shares for services   56,250     -     60,820  
     Shares issued for intellectual property   -     2,500,000     2,500,000  
Changes in non-cash working capital items:                  
     Accounts receivable   144     (3,600 )   (3,457 )
     Prepaids   1,165     -     (6,986 )
     Inventory   1,944     (10,017 )   (11,919 )
     Accounts payable   174,519     23,860     224,398  
     Accrued liabilities   (40,770 )   (23,328 )   9,478  
     Accrued interest   3,746     3,412     9,847  
Net cash flows used in operations   (108,313 )   (202,521 )   (561,275 )
                   
Investing                  
Acquisition of equipment   -     -     (3,892 )
Cash acquired on purchase of Tomi Holdings Inc.   -     -     135,688  
Net cash flows from investing activities   -     -     131,796  
                   
Financing                  
Convertible promissory notes payable   -     100,500     100,500  
Loan proceeds   14,027     -     14,027  
Loan from related party   -     -     159,065  
Amounts due to related parties   99,866     9,834     156,001  
Share issuances for cash   -     -     13,393  
Net cash flows from financing activities   113,893     110,334     442,986  
                   
Effect of exchange rate changes   (4,593 )   (2,236 )   (11,841 )
                   
Change in Cash   987     (94,423 )   1,666  
Cash, Beginning   679     122,913     -  
Cash, Ending $  1,666   $  28,490   $  1,666  
                   
Supplemental Cash Flow Information                  
Non-cash items:                  
Conversion of promissory notes and accrued interest $  108,398   $  -   $  108,398  
Income Taxes Paid $  -   $  -   $  -  
Interest Paid $  125   $  (40 ) $  236  

- See Accompanying Notes -


Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2007
(Unaudited)

   
1. Basis of Presentation

Going Concern and Liquidity Considerations

The accompanying consolidated 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 June 30, 2007, the Company has a working capital deficiency of $376,192, an accumulated deficit of $3,347,136 and has incurred an accumulated operating cash flow deficit of $561,275 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended September 30, 2006 included in the Company’s Form SB-2 filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form SB-2. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending September 30, 2007.

   
2. Loan Payable

During the period, the Company received loan advances from Karada Ltd. (“Karada”), an unrelated third party. As at June 30, 2007, the loan balance was $14,027.

Subsequent to the period end, the Company entered into a formal loan agreement with Karada to clarify the interest and repayment terms of the advances and also provide further funding. The line of credit is a draw down facility which is unsecured and available in minimum tranches of $5,000 up to a maximum of $250,000 bearing interest at a rate of 5% per annum calculated monthly, for a period of five years ending July 1, 2012. The loan is due on demand after the maturity date. In the event of a default, the interest rate increases to 10% per annum calculated monthly. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date.


Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2007
(Unaudited)

   
3. Convertible Promissory Notes Payable

  a)

During the year ended September 30, 2005, the Company issued a convertible promissory note ("Note") for $50,000 to an unrelated third party. As of the conversion date of February 28, 2007, the Company had accrued $4,027 (September 30, 2006 - $2,321) in related interest.

     
  b)

During the year ended September 30, 2006, the Company issued a Note for $50,500 to an unrelated third party. As of the conversion date of February 28, 2007, the Company had accrued $3,871 (September 30, 2006 - $2,147) in related interest.

Both of the Notes bore interest at the US bank prime rate compounded annually and the principal and accrued interest on the Note were due and payable on February 16, 2008. The holders of the Notes had 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 was comprised of one share of common stock of the Company and one share purchase warrant. Each Warrant entitles the holder to purchase one additional share at a price of $0.50 per share for the $50,000 Note and a price of $0.25 for the $50,500 Note, for a period of one year following the conversion date. These convertible promissory notes and related interest were converted into 433,592 units on February 28, 2007 (Note 5a).

   
4. 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 $156,001 (September 30, 2006 - $56,135) are non-interest bearing and due on demand. Included in due to related parties are $5,221 (September 30, 2006 - $4,879) owing to a corporate shareholder of the Company, $33,808 (September 30, 2006 - $15,917) owing to two separate companies with a director in common with a corporate shareholder of the Company and $116,972 (September 30, 2006 - $35,339) owing to a company with an officer 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. As at September 30, 2005, the maximum common shares have been issued. During the period ended June 30, 2007, $5,112 (June 30, 2006 - $28,867) was paid to the Managing Director in cash.

     
  c)

During the current period, the Company paid or accrued the following fees:


    i)

$8,783 (June 30, 2006 - $7,992) for rent to a company with directors in common with a corporate shareholder of the Company; and

       
    ii)

$88,884 (June 30, 2006 - $Nil) for consulting services to a company with an officer 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.


Infrablue (US) Inc.
(Formerly Tomi Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2007
(Unaudited)

   
5. Capital Stock

  The Company’s capitalization is 100,000,000 common shares with a par value of $0.001 per share.
   
  a)

On February 28, 2007, the Company issued 433,592 common shares at $0.25 per share and 433,592 share purchase warrants exercisable from $0.25 to $0.50 for one year from date of issuance in full settlement of promissory notes of $100,500 and related accrued interest of $7,898 (Note 3).

   

 

  b)

During the period ended June 30, 2007, the Company issued 25,000 common shares at $0.25 per share for investor relation services to an unrelated party pursuant to a Supply Services Contract dated August 9, 2006.

   

 

  c)

During the period ended June 30, 2007, the Company issued 200,000 common shares at $0.25 per share for consulting services to an unrelated party pursuant to a consulting agreement dated September 15, 2006.

   

 

There were 433,592 warrants (Nil – September 30, 2006) and no stock options granted during the current period and outstanding as at June 30, 2007 (Nil - September 30, 2006).



Item 2. Management’s Discussion and Analysis

The following discussion of our financial condition, changes in financial condition and results of operations for the three and nine months ended June 30, 2007 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three and nine months ended June 30, 2007.

Overview of 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.

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.

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.

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 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 anticipate that we will require

- 2 -


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.

We were incorporated on April 5, 2005 under the laws of the State of Nevada. We carry out our business operations through our wholly owned subsidiary, InfraBlue Ltd. (“InfraBlue UK”), located in the United Kingdom. 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.

Our 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 original equipment manufacturers (“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, subject to our achieving the necessary financing:

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.

   
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 complying with our obligations a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of our financial statements and completing our annual report, annual report, current report and proxy statement filings with the SEC.

We also anticipate that we will purchase additional IRMA devices from Flander Oy, which has an inventory of manufactured IRMA devices, 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

- 3 -


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.

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. We presently have cash to fund our operations for less than one month. We anticipate that we will require financing the amount of approximately $450,000 in order to carry out our plan of operations for the next twelve months and to pay for our working capital deficit.

During the twelve month period following the date of this quarterly report, we anticipate that we will not generate revenues that exceed our operating costs. We require additional financing in order to continue our plan of operations beyond the next month. 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 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 financing, we may not be able to continue our plan of operations beyond the next month 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. Revenue derived from the sale of services is initially recorded as

- 4 -


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.

Foreign Currency Translations

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

  i)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date,

     
  ii)

Non-monetary assets and liabilities, and equity at historical rates, and

     
  iii)

Revenue and expense items at the average rate of exchange prevailing during the period.

Gains and losses on re-measurement are included in determining net income for the period.

Translation of balances from the functional currency into the reporting currency is conducted as follows:

  ii)

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.

Translation adjustments resulting from translation of balances from functional to reporting currency are accumulated as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon sale or liquidation of the net investment in the foreign entity the amount deferred will be recognized in income.

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Results Of Operations – Three and Nine months Ended June 30, 2007 and 2006

References to the discussion below to fiscal 2007 are to our current fiscal year which will end on September 30, 2007. References to fiscal 2006 and fiscal 2005 are to our fiscal years ended September 30, 2006 and 2005, respectively.

                            Cumulative  
                            From  
                            Incorporation  
    For the Three     For the Three     For the Nine     For the Nine     February 18,  
    Months Ended     Months Ended     Months Ended     Months Ended     2004 to  
    June 30,     June 30,     June 30,     June 30,     June 30,  
    2007     2006     2007     2006     2007  
                               
Sales $  2991   $  10,731   $  6,044   $  31,630   $  72,859  
                               
Direct Costs   24     7,533     2,810     23,450     52,668  
                               
Gross Profit   2,967     3,198     3,234     8,180     20,919  
                               
General and Administrative Expenses                              
                               
   Accounting and auditing   15,572     19,936     61,140     96,047     267,134  
   Consulting   67,457     -     201,076     2,125     248,139  
   Depreciation   314     318     1,030     939     3,680  
   Development   -     6,082     -     6,082     9,567  
   Filing fees   -     1,220     2,155     6,235     8,785  
   Intellectual property   -     -     -     2,500,000     2,500,000  
   Interest and bank charges   492     (1,403 )   4,006     1,126     11,361  
   Investor relations   -     -     11,579     -     18,250  
   Legal   2,106     17,695     9,156     41,428     72,806  
   Marketing and promotion   -     42     -     2,974     37,310  
   Office and information technology   209     392     809     1,291     11,989  
   Rent   3,946     2,739     8,783     7,992     35,203  
   Salaries and wages   45     (2,224 )   5,210     29,877     136,539  
   Sub-contractors   -     -     -     -     5,551  
   Test equipment   -     186     -     1,419     1,439  
   Travel   -     38     14     214     2,492  
Total General and Administrative                              
Expenses   90,141     45,021     304,958     2,697,749     3,370,245  
                               
                               
Loss from Operations   (87,174 )   (41,823 )   (301,724 )   (2,689,569 )   (3,350,054 )
                               
Other Income (Expense)                              
   Gain on forgiveness of debt   -     -     -     -     869  
   Interest expense   (18 )   (3,393 )   (188 )   (3,433 )   (188 )
   Recovery of license fee   -     -     -     -     7,838  
   Foreign exchange gain (loss)   (4,345 )   (187 )   (4,429 )   (785 )   (5,601 )
Net Loss $  (91,537 ) $  (45,403 ) $  (306,341 ) $  (2,693,787 ) $  (3,347,136 )

Revenue

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 nine months of fiscal 2007, although sales declined significantly during the third quarter. We recently experienced a decline in sales of our Infrablue products. We are now shifting our focus with the objective of achieving sales in the

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United States market. Our revenues decreased to $2,991 for the third quarter of fiscal 2007, compared to $10,731 for the third quarter of 2006, and to $6,044 for the first nine months of 2007 from $31,630 for the first nine months of 2006. We sold 20 IRMA devices during the first nine months of fiscal 2007.

Cost of Sales

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

Cost of sales decreased to $24 during the third quarter of fiscal 2007 from $7,553 during the third quarter of fiscal 2006. Cost of sales decreased to $2,810 for the first nine months of fiscal 2007 from $23,450 for the first nine months of fiscal 2006. Reduced costs of sales during fiscal 2007 reflect our decreased sales during the first nine months of fiscal 2007.

Gross Profit

Our gross profit during the third quarter of fiscal 2007 declined to $2,967 compared to $3,198 during the third quarter of fiscal 2006. Our gross profit during the first nine months of fiscal 2007 declined to $3,234 compared to $8,180 during the first nine months of fiscal 2006.

Salaries and Wages

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

Salaries and wages decreased to $45 for the third quarter of 2007 and $5,210 during the first nine months of fiscal 2007, compared to ($2,224) for the third quarter of fiscal 2006 and $29,877 during the first nine months of fiscal 2006, due to the agreement of Mr. Johnson to forgo his salary commencing April 1, 2006.

Consulting

Our consulting expenses are attributable to our consulting agreements as described below under “consulting agreements”.

Consulting expenses increased to $67,457 for the third quarter of 2007 and $201,076 during the first nine months of fiscal 2007, compared to $nil for the third quarter of fiscal 2006 and $2,125 during the first nine months of fiscal 2006, due to increased expenses under our consulting agreements.

Accounting and Auditing

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

Accounting and auditing expenses decreased during the first three and nine months of fiscal 2007 compared to the first three and nine months of fiscal 2006 as a result of our completing our audited annual and unaudited interim financial statements prepared in connection with the filing of a registration statement with the SEC during fiscal 2006. Accounting and auditing expenses during the nine months ended June 30, 2007 have related to ongoing continuous reporting obligations under the Securities Exchange Act of 1934.

- 7 -


Legal

Legal expenses are attributable to legal fees paid to our legal counsel in connection with the completion of our corporate reorganization and our filing a registration statement with the SEC and becoming a reporting company under the Securities Exchange Act of 1934.

Legal expenses during the first three and nine months of fiscal 2007 compared to the first three and nine months of fiscal 2006 decreased as a result of our completing our corporate reorganization and preparing and filing of a registration statement with the SEC during fiscal 2006. Legal expenses during the nine months ended June 30, 2007 have related to ongoing continuous reporting obligations under the Securities Exchange Act of 1934.

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.

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.

Liquidity and Financial Resources

We had cash of $1,666 and working capital deficit of $376,192 as at June 30, 2007, compared to cash of $679 and a working capital deficit of $144,463 as at September 30, 2006.

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. We presently have cash to fund our operations for the next month. Accordingly, 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 $108,313 in operating activities during the first nine months of fiscal 2007 compared to cash used of $202,521 in operating activities during the first nine months of fiscal 2006.

We have applied cash generated from our financing activities to fund cash used in operating activities.

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Cash from Investing Activities

We did not use any cash in investing activities during the first nine months of fiscal 2007 or during the first nine months of fiscal 2006.

Cash from Financing Activities

We generated cash of $113,893 from financing activities during the first nine months of fiscal 2007 compared to cash of $110,334 generated from activities during the first nine months of fiscal 2006. Cash generated from financing activities was primarily due to loans received during the period.

Loan Agreement

On July 1, 2007, the Company entered into a loan agreement with an unrelated party. The new line of credit is unsecured and available in $5,000 tranches up to a maximum of $250,000 ($14,027 utilized) bearing 5% per annum calculated monthly, not in advance, on the basis of a year of 365 days on the outstanding daily balance for a period of five years ending July 1, 2012. The loan is due on demand after the maturity date. In the event of a default, the interest rate increases to 10% per annum calculated monthly, not in advance, on the basis of a year of 365 days. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date.

Consulting Agreements

By agreement dated July 1, 2006, we entered into a one-year consulting agreement with a related company that has an officer in common with a corporate shareholder of the Company. The monthly payments for general consulting services is $9,183 (GBP5,000) for a minimum of one year beginning on the agreement date above. This agreement will automatically renew on a month-to-month basis with the same terms and conditions. At any time after July 1, 2007, either party may terminate this agreement with one month’s advance written notice.

By agreement dated August 9, 2006, we entered into a supply services contract with an unrelated party for investor relations services ending December 31, 2006. The consideration for the services includes $12,000 in cash payments and 25,000 common stock of the Company. The amount of $6,000 (accrued) was payable on September 8, 2006, the execution date, and the balance of $6,000 (accrued) is due within 90 days from the execution date. The 25,000 common shares was payable within 15 days from the execution date. The 25,000 shares were issued during our second quarter.

Upon agreement of both parties, the contract will continue on a month-to-month basis requiring a payment of $4,000 per month. Specific services that are outside the terms of the contract will be charged at $150 per hour or $1,000 per full workday. Termination of the contract will occur upon written notice to either party by the other party.

By agreement dated August 21, 2006, we entered into a one-year consulting agreement with an unrelated party. The monthly payments for general consulting services are $12,500 for six consecutive months beginning October 1, 2006 and $25,000 (which have been accrued) on execution of the agreement. In addition, we agreed to issue 200,000 restricted shares of our common stock. The 200,000 shares were issued during our second quarter. The agreement will continue on a month-to-month basis, unless either party provides at least 10 business days written notice of non-renewal.

By agreement dated September 15, 2006, we entered into a two-year finders fee consulting agreement with an unrelated party. We will issue restricted shares, on a non-diluted basis, equal to 5% of the total number of issued and outstanding in the common stock of the Company as of the date of initial

- 9 -


introduction of the acquired assets or business to the Company. The shares shall be issued as at the date of the successful completion of the acquisition of assets or business. In addition, we will grant the unrelated party, options exercisable for a period of two years in the amount to purchase shares at $0.25 per share in the common stock of the Company, on a non-dilutive basis, equal to 5% of the total number of issued and outstanding shares of the Company as at the date of the initial introduction of the acquired assets or business to the Company. This condition has not been met therefore no stock based expense has been recorded. The contract will automatically renew for an additional two-year term.

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.

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.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2007, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Mitchell Johnson. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the “SEC”).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended June 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended June 30, 2007.

- 10 -


The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

   
(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

   
(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

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

We did not complete any sales of securities without registration under the Securities Act of 1933 (the “Securities Act”) during the three months ended June 30, 2007.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the three months ended June 30, 2007.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included with this Quarterly Report on Form 10-QSB:

Exhibit
Number

Description of Exhibit
3.1(1) Articles of Incorporation

- 11-



Exhibit
Number

Description of Exhibit
3.2(1)

Certificate of Amendment to Articles of Incorporation

3.3(1)

By-Laws

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

31.1(4)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act

- 12 -




(1)

Filed as an exhibit to our 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 the Amendment No. 2 to Form SB-2 filed with the SEC on March 21, 2006.

(4)

Filed as an exhibit to this Quarterly Report on Form 10-QSB.

-13 -


SIGNATURES

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

INFRABLUE (US) INC.

  By: /s/ Mitchell Johnson  
       
    Mitchell Johnson  
    Chief Executive Officer and Chief Financial Officer  
    Date: September 14, 2007  

-14 -


EX-31.1 2 exhibit31-1.htm CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Exhibit 31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Mitchell Johnson, Chief Executive Officer and Chief Financial Officer of Infrablue (US) Inc., certify that;

(1)

I have reviewed this Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007 of Infrablue (US) Inc.;

   
(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

   
(4)

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year end that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     
  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 14, 2007  
     
 /s/ Mitchell Johnson  
     
By:  Mitchell Johnson  
Title:  Chief Executive Officer  
   Chief Financial Officer  


EX-32.1 3 exhibit32-1.htm CERTIFICATION Filed by Automated Filing Services Inc. (604) 609-0244 - Infrablue (US) Inc. - Exhibit 32.1

EXHIBIT 32.1

     CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
 AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell Johnson, Chief Executive Officer and Chief Financial Officer of Infrablue (US) Inc., (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

  (i)

the Quarterly Report on Form 10-QSB of the Company for the quarter ended June 30, 2007 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     
  (ii)

the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


  By: /s/ Mitchell Johnson
     
  Name: Mitchell Johnson
     
  Title: Chief Executive Officer and
    Chief Financial Officer
     
  Date: September 14, 2007


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