IMHC Pengajuan SEC - Imperalis Holding Corp.- Laporan Tahunan, Pernyataan Kuasa, Prospektus

Mga Batayang Estadistika

LEI	5493000ECRHTHDISGN57
CIK	1349706

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Imperalis Holding Corp.

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 TURNONGREEN, INC. (Exact name of registrant as specified
May 16, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 TURNONGREEN, INC. (Exact name of registrant as specified
May 15, 2025	NT 10-Q	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING ¨Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transition
May 1, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 TURNONGREEN, INC. (Ex UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Commis
May 1, 2025	EX-16.1	Letter from Marcum LLP to the SEC dated April 30, 2025 Exhibit 16.1 May 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: TurnOnGreen, Inc. Commission File Number 000-52140 Commissioners: We have read the statements made by TurnOnGreen, Inc. under Item 4.01 of its Form 8-K dated May 1, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s
April 23, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 o TRANSITION REPORT UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52140 TURNONGREEN, INC. (Exact name of
April 23, 2025	EX-4.2	Description of Capital Stock Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following is a summary of all the material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, and to the provisions of the Revised Statutes of the State of Nevada, as amended.
April 1, 2025	NT 10-K	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transi
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 TURNONGREEN, INC. (Exact name of registrant as speci
November 5, 2024	SC 13G/A	TOGI / TurnOnGreen, Inc / Scarmato Mark S - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 sc13ga21406500211052024.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 TurnOnGreen, Inc. (Name of Issuer) Common Stock, par value $0.001 p
October 2, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 TURNONGREEN, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization)
October 2, 2024	EX-10.1	Form of Amendment to Loan and Security Agreement. Exhibit 10.1 AMENDMENT #1 TO THE LOAN AND SECURITY AGREEMENT This amendment (the “Amendment”) to the Loan Agreement dated August 15, 2023 (the “Agreement”), entered into by and between Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.) (“AAI”) and TurnOnGreen, Inc., a Nevada corporation (formerly, Imperalis Holding Corp.) (the “Borrower”), is dated September 26, 2024. Al
August 15, 2024	EX-3.1	Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on August 9, 2024. Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20244247209Filed On8/9/2024 11:37:00 AMNumber of Pages19
August 15, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 TURNONGREEN, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Co
August 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 TURNONGREEN, INC. (Exact name of registrant as specified
July 31, 2024	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 TURNONGREEN, INC. ( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Comm
July 31, 2024	EX-10.1	Purchase Agreement dated July 25, 2024, by and between TurnOnGreen, Inc. and GCEF Opportunity Fund, LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2024. Exhibit 10.1 SHARE PURCHASE AGREEMENT dated as of July 25, 2024 by and among Turnongreen, inc. and GCEF OPPORTUNITY FUND LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II PURCHASE AND SALE OF SHARES 4 Section 2.01 Purchase and Sale of Shares 4 Section 2.02 The Shares 4 Section 2.03 Required Filings 5 Section 2.04 Effective Date; Settlement Dates 5 ARTICLE III REPR
July 22, 2024	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Comm
July 2, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State
June 5, 2024	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State
May 21, 2024	EX-99.1	TurnOnGreen, Inc. Granted Approval of Public Listing Name and Ticker Symbol Change to TOGI Exhibit 99.1 TurnOnGreen, Inc. Granted Approval of Public Listing Name and Ticker Symbol Change to TOGI Milpitas, Calif., May 21, 2024 – (Business Wire) - TurnOnGreen, Inc. (“TurnOnGreen” or the “Company”), an electric vehicle (“EV”) charging energy technology and custom power supply company that offers engineering and design solutions for e-mobility infrastructure and high-grade, scalable custom
May 21, 2024	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Commi
May 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 TURNONGREEN, INC. (Exact name of registrant as specified
April 25, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Com
April 25, 2024	EX-3.1	Amendment to the Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed April 25, 2024. Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20244008877Filed On4/22/2024 12:56:00 PMNumber of Pages2ro: 12:56:52 p.m. 04-22-2024 I s 13022489762 Page: 5 of 6 2024-04-22 12:57:20 PDT -0~~ udding ·1 v Ir ~-1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos
April 23, 2024	424B3	AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 April 23, 2024 To the Holders of Common Stock of Ault Alliance, Inc.: Ault Alliance, Inc. (“Ault”) is hereby distributing shares of common stock and warrants to purchase common stock of TurnOnGreen, Inc. (formerly Imperalis Holding Corp.) (“TurnOnGreen”), a publicly traded company engaged in the design, develop
April 11, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 o TRANSITION REPORT UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52140 TURNONGREEN, INC. (Exact name of
April 11, 2024	EX-4.2	Description of Capital Stock Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following is a summary of all the material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, and to the provisions of the Revised Statutes of the State of Nevada, as amended.
April 1, 2024	NT 10-K	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-52140 NOTIFICATION OF LATE FILING ýForm 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report
March 26, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization) (Com
March 26, 2024	EX-3.1	Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on March 21, 2024. Exhibit 3.1 Business Entity - Filing Acknowledgement 03/25/2024 Work Order Item Number: W2024032201418-3556493Filing Number:20243935312Filing Type:Amended Certification of Stock Designation After Issuance of Class/SeriesFiling Date/Time:3/21/2024 3:34:00 PMFiling Page(s):2Indexed Entity Information:Entity ID: E0185402005-9Entity Name: TurnOnGreen, Inc.Entity Status: ActiveExpiration Date: NoneComm
February 13, 2024	EX-99.1	Joint Filing Agreement EX-99.1 2 ex991to13g00322imp02132024.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 13, 2024 with respect to the Common Stock, par value $0.001 per share, of TurnOnGreen, Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursu
February 13, 2024	SC 13G	IMHC / Imperalis Holding Corp. / Scarmato Mark S - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 TurnOnGreen, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) October
February 13, 2024	SC 13G/A	IMHC / Imperalis Holding Corp. / Scarmato Mark S - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment SC 13G/A 1 sc13ga100322imp02132024.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 TurnOnGreen, Inc. (Name of Issuer) Common Stock, par value $0.001 p
January 18, 2024	EX-3.1	Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 18, 2024. Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20233711481Filed On12/21/2023 1:33:00 PMNumber of Pages2
January 18, 2024	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 TURNONGREEN, INC. (Exact name of registrant as specified in its charter) Imperalis Holding Corp. (Former name or former address, if changed since last report) Nevada
January 18, 2024	EX-3.2	Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.2 to the Current report on Form 8-K filed January 18, 2024. Exhibit 3.2 BYLAWS OF Imperalis Holding Corp. a Nevada Corporation Effective as of January 11, 2024 TABLE OF CONTENTS Page Article I ? Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II ? Meetings of Shareholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Shareholders' Meetings 1 2.5 Manner of Giving Notice; Affidavit of Notice 2 2.6
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as
September 8, 2023	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizat
August 31, 2023	EX-3.1	Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 31, 2023. Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20233445451Filed On8/29/2023 9:05:00 AMNumber of Pages8
August 31, 2023	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizatio
August 21, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizatio
August 21, 2023	EX-10.1	Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 21, 2023. Exhibit 10.1 Imperalis Holding Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into with an effective date as of August 15, 2023, by and between Ault Alliance, Inc., a Delaware corporation (“AAI”) and Imperalis Holding Corp., d/b/a TurnOnGreen, Inc., Nevada corporation (“Borrower”). RECITALS WHEREAS, AAI, through its subsidiary, has previously lo
August 17, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as spec
August 14, 2023	NT 10-Q	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING ¨Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transition
July 26, 2023	424B3	AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 July 24, 2023 To the Holders of Common Stock of Ault Alliance, Inc.: Ault Alliance, Inc. (“Ault”) is hereby distributing shares of common stock and warrants to purchase common stock of Imperalis Holding Corp. d/b/a TurnOnGreen, Inc. (“TurnOnGreen”), a publicly traded company engaged in the design, development,
June 28, 2023	424B3	AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 AULT ALLIANCE, INC. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, Nevada 89141 June 26, 2023 To the Holders of Common Stock of Ault Alliance, Inc.: Ault Alliance, Inc. (“Ault”) is hereby distributing shares of common stock and warrants to purchase common stock of Imperalis Holding Corp. d/b/a TurnOnGreen, Inc. (“TurnOnGreen”), a publicly traded company engaged in the design, development,
June 27, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 IMPERALIS HOLDING C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 001-52140 20-5648820 (State or other jurisdiction of incorporation or organization)
June 16, 2023	DEF 14A	2023 Stock Incentive Plan. Incorporated by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed June 16, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State
June 8, 2023	POS AM	As filed with the Securities and Exchange Commission on June 8, 2023 As filed with the Securities and Exchange Commission on June 8, 2023 Registration No.
June 2, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as spe
May 1, 2023	CORRESP	IMPERALIS HOLDING CORP. 1421 McCarthy Blvd. Milpitas, California 95035 EMAIL: [email protected] DIRECT DIAL: 212.451.2234 May 1, 2023 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Erin Donahue, Esq. and Erin Purnell, Esq. Division of Corporation Finance Office of Manufacturing Re: Imperalis Holding Corp. Registration Statement on Form S-1 (No. 333-267897) Ladies and Gentlemen: On behalf of Imperalis
April 19, 2023	S-1/A	As filed with the Securities and Exchange Commission on April 19, 2023 As filed with the Securities and Exchange Commission on April 19, 2023 Registration No.
April 19, 2023	EX-4.3	Form of Warrant Agency Agreement. Exhibit 4.3 WARRANT AGENCY AGREEMENT This WARRANT AGENCY AGREEMENT, dated as of April , 2023 (the “Agreement”), between Imperalis Holding Corp., a Nevada corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”). WITNE
April 19, 2023	CORRESP	April 19, 2023 April 19, 2023 VIA EDGAR AND E-MAIL U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Erin Donahue, Esq. and Erin Purnell, Esq. Division of Corporation Finance Office of Manufacturing Re: Imperalis Holding Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed February 9, 2023 File No. 333-267897 Ladies and Gentlemen: On behalf of Imperalis Holding
April 19, 2023	EX-4.2	Form of Warrant to Purchase Shares of Common Stock. Exhibit 4.2 COMMON STOCK PURCHASE WARRANT IMPERALIS HOLDING CORP. Warrant Shares: Issuance Date: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or his, her or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date commencing Ten (10) Trading
April 19, 2023	EX-4.1	Specimen Common Stock certificate. Exhibit 4.1 NUMBER Incorporated under the Laws of the State of Nevada SHARES IMPERALIS HOLDING CORP SHARES OF COMMON STOCK AUTHORIZED CAPITAL, 750,000,000 SHARES, COMMON STOCK, PAR VALUE $0.001 PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP No. XXXXXXXXXX THIS CERTIFIES THAT IS THE OWNER OF of the Capital Stock of IMPERALIS HOLDING CORP., designated as Common Stock transferable on the books o
April 12, 2023	EX-4.1	Form of FAR Holdings Warrant. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 12, 2023. Exhibit 4.1 THIS WARRANT HAS BEEN, AND THE WARRANT SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE WARRANT SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES
April 12, 2023	EX-10.1	Form of Warrant. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 12, 2023. Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is entered into as of , 2023 by and between Imperalis Holding Corp., a Nevada corporation (the “Company”), and FAR Holdings International, LLC, a Delaware limited liability company (the “Investor”). Recital The Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms
April 12, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 IMPERALIS HOLDING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization
April 12, 2023	EX-10.2	Form of Purchase Agreement. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 12, 2023. Exhibit 10.2 PROMISSORY NoTE Principal Amount: $300,000.00 , 2023 (the “Issuance Date”) FOR VALUE RECEIVED, the undersigned Imperalis Holding Corp., a Nevada corporation with an address at 1421 McCarthy Blvd., Milpitas, CA 95035 (hereinafter sometimes called the “Maker”) promises to pay, on or before July 6, 2023 (the “Maturity Date”), to FAR Holdings International, LLC, a Delaware limited liabili
April 5, 2023	EX-4.2	Description of Capital Stock Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, and to the provisions of the Revised Statutes of the State of Nevada, as amended. We a
April 5, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 o TRANSITION REPORT UNDER SECTION 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52140 IMPERALIS HOLDING CORP. (Exact n
March 31, 2023	NT 10-K	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transi
February 24, 2023	LETTER	LETTER United States securities and exchange commission logo February 24, 2023 Amos Kohn Chief Executive Officer Imperalis Holding Corp.
February 9, 2023	S-1/A	As filed with the Securities and Exchange Commission on February 8, 2023 As filed with the Securities and Exchange Commission on February 8, 2023 Registration No.
November 29, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizat
November 29, 2022	EX-3.1	Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed November 29, 2022. Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20222778058Filed On11/23/2022 11:29:00 AMNumber of Pages9 Certificate Of Amendment (PURSUANT TO NRS 78.380 & 18.385/18.390) Certificate to Accompany Restated Articles or Amended and Filed in the O?ice of Busme? Numb?f El]l854tIZO0S-9 ?ALL, Filing Number 20222773052; s?????"y ?(Sm 11~29-00
November 28, 2022	EX-99.1	Imperalis Holding Corp. Reports Third Quarter 2022 Financial Results Exhibit 99.1 Imperalis Holding Corp. Reports Third Quarter 2022 Financial Results Milpitas, CA, November 28, 2022 ? Imperalis Holding Corporation (?Imperalis? OTC: IMHC), to be renamed TurnOnGreen, Inc., an emerging electric vehicle (?EV?) electrification infrastructure solutions and premium custom power products company (?TurnOnGreen? or the ?Company?), reported its financial results for the thir
November 28, 2022	8-K	Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizat
November 22, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as
November 15, 2022	NT 10-Q	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING ¨Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 10-Q For the Transi
November 9, 2022	LETTER	LETTER United States securities and exchange commission logo November 9, 2022 Amos Kohn Chief Executive Officer Imperalis Holding Corp.
October 17, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Imperalis Holding Corp.
October 17, 2022	S-1	As filed with the Securities and Exchange Commission on October 14, 2022 As filed with the Securities and Exchange Commission on October 14, 2022 Registration No.
October 17, 2022	EX-21.1	Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of the Registrant 1 Digital Power Corp., a Delaware corporation 2 TOG Technologies, Inc., a Nevada corporation.
October 13, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizati
September 29, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organiza
September 29, 2022	EX-99.1	Electric Vehicle Charging and Custom Power Supply Solutions www.turnongreen.com Imperalis Holding Corp. ( OTC:IMHC ) Exhibit 99.1 Electric Vehicle Charging and Custom Power Supply Solutions www.turnongreen.com Imperalis Holding Corp. ( OTC:IMHC ) ?2022 Imperalis Holding Corp., to be renamed TurnOnGreen Inc. All Rights Reserved 2 Safe Harbor Statement This presentation and other written or oral statements made from time to time by representatives of Imperalis Holding Corp . (the ?Company? or ?TurnOnGreen?) contai
September 26, 2022	DEF 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Information Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2))
September 20, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organiza
September 14, 2022	EX-2.1	Agreement and Plan of Merger. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?) is made as of September 7, 2022, by and between Imperalis Holding Corp., a Nevada corporation (?IMHC? or the ?Parent?) and TurnOnGreen, Inc., a Nevada corporation (?TOGI? or the ?Subsidiary?). IMHC and TOGI are collectively referred to as the ?Constituent Corporations.? RECITALS: WHEREAS, each of the Cons
September 14, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organiza
September 14, 2022	EX-3.1	Articles of Merger, as filed with the Secretary of State of the State of Nevada on September 8, 2022. Exhibit 3.1 Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: Conversion Exchange Merger 1. Entity Information: (Constituent, Acquired or Merging) Entity Name: TurnOnGreen, Inc. Jurisdiction: Nevada Entity Type*: Domestic Corporation (78) If more than one entity being acquired or merging please attach additional page. 2. Entity Information: (Result
September 13, 2022	PRE 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2))
September 8, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Imperalis Holding Corp., a Nevada corporation. This Jo
September 8, 2022	SC 13D/A	IMHC / Imperalis Holding Corp. / Ault Global Holdings, Inc. - AMENDMENT NO. 2 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2) Imperalis Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) MILTON C. AULT
September 7, 2022	SC 14F1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Imperalis Holding Corp. (Name of Registrant as Spe UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Imperalis Holding Corp. (Name of Registrant as Specified In Its Charter) 000-52140 (Commission File Number) Nevada 20-5648820 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp
September 6, 2022	EX-99.2	BitNile Holdings’ Subsidiary, TurnOnGreen, Acquired by Another Subsidiary, Imperalis Holding Corp., Creating a Separate, Publicly Traded EV Charging and Power Solutions Company Exhibit 99.2 BitNile Holdings? Subsidiary, TurnOnGreen, Acquired by Another Subsidiary, Imperalis Holding Corp., Creating a Separate, Publicly Traded EV Charging and Power Solutions Company BitNile to Distribute to its Stockholders Approximately 140 Million Shares and Warrants to Purchase an Equal Number of Shares of TurnOnGreen Las Vegas, NV, September 6, 2022 ? BitNile Holdings, Inc. (NYSE Ameri
September 6, 2022	EX-3.1	Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 3.1 Business Entity - Filing Acknowledgement 08/11/2022 Work Order Item Number: W2022081101343-2310384 Filing Number: 20222543351 Filing Type: Certificate of Designation Filing Date/Time: 8/11/2022 2:25:00 PM Filing Page(s): 21 Indexed Entity Information: Entity ID: E0185402005-9 Entity Name: IMPERALIS HOLDING CORP. Entity Status: Active Expiration Date: None Non-Commercial Registered Agen
September 6, 2022	EX-10.3	Form of Purchase Agreement with Unique Electric Solutions, a New York based entity. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.3 PURCHASE AGREEMENT This Purchase Agreement (hereinafter ?this Agreement?) is made and effective as of the 7th day of March, 2022 (hereinafter the ?Effective Date?), by and between TurnOnGreen Inc., a Nevada corporation, having offices at 1635 S. Main Street Milpitas, California, 95035 (hereinafter ?Company? or ?Seller?) and Unique Electric Solutions, Inc., a Delaware Corporation havin
September 6, 2022	EX-16.1	Letter from Heaton & Company, PLLC to the Securities and Exchange Commission, regarding the change in the independent registered public accounting firm of Imperalis Holding Corp. Exhibit 16.1 August 11, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of the Form 8-K of Imperalis Holding Corp. and are in agreement with the statements contained therein as much as they relate to our firm. We have no basis to agree or disagree with any other statement of the registrant contained therein. Very truly yo
September 6, 2022	EX-2.2	Form of Amendment to Securities Purchase Agreement, dated September 5, 2022. Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 2.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED SEPTEMBER 5, 2022 This amendment (the ?Amendment?) to the Securities Purchase Agreement dated March 20, 2022 (the ?SPA?), by and among BitNile Holdings, Inc. (?Parent?), Imperalis Holding Corp. (?IMHC?) and TurnOnGreen, Inc. (?TOGI?, and together with BitNile and IMHC, the ?Parties?), is dated September 5, 2022. All capitalized terms in
September 6, 2022	EX-99.1	INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ? Marcum LLP F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-3 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-4 Consolidated Statements of Changes in Stockholders? Equity for the years ended December 31, 2021 and 2020 F-5 Consolidated Stateme
September 6, 2022	EX-10.4	Form of Best Western International Marketing Agreement. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.4 MARKETING AGREEMENT Effective Date: June 10, 2022 -BY AND BETWEEN- BEST WESTERN: Best Western International, Inc. (hereinafter "BWI") 6201 North 24th Parkway Phoenix, Arizona 85016 - AND - SUPPLIER: TurnOnGreen Inc. (hereinafter "Supplier") 1421 McCarthy Blvd. Milpitas, CA 95035 Marked Exhibits are attached hereto and incorporated herein by reference: (Mark ?X? where applicable): xExh
September 6, 2022	EX-10.5	Form of EV-olution Charging Systems Distribution Agreement. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.5 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is entered into this 29th day of April, 2022 (the "Effective Date") by TURNONGREEN INC. a Nevada corporation (?TurnOnGreen?), its subsidiaries (together with TurnOnGreen, the "Company"), each Company having a principal place of business at 1421McCarthy Blvd., Milpitas, CA 95035 and EV-olution Charging Systems, a Canadian corporation,
September 6, 2022	EX-10.1	Form of Partnership Agreement, dated April 26, 2021, between TurnOnGreen, Inc. (formerly Coolisys Technologies Corp.) and ChargeLab, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.1 Order Form #1232 ChargeLab Inc Prepared For 1049 El Monte Ave, Suite C #592 Mountain View, CA 94040 Zak Lefevre [email protected] o TurnOnGreen Inc. o Amos Kohn CEO [email protected] Billing Address 1635 S Main St Milpitas, California 95035 United States o Contract Length 48 months o Payment Method Bank Transfer o Contract Period September 14, 2021?September 13, 2025 o Billing Frequen
September 6, 2022	EX-10.6	Form of CED National Accounts Distribution Agreement. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.6 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is entered into this 20 day of May, 2022 (the ?Effective Date?) by TURNONGREEN INC. a Nevada corporation (?TurnOnGreen?), its subsidiaries (together with TurnOnGreen, the ?Company?), each Company having a principal place of business at 1421 McCarthy Blvd., Milpitas, CA 95035 and CED National Accounts, a Delaware corporation, having a
September 6, 2022	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 Imperalis Holding Corp. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizat
September 6, 2022	EX-10.2	Form of Distribution and Resale Agreement with Tesco Solutions LLC an Indiana based construction firm. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.2 DISTRIBUTION AND RESALE AGREEMENT This Distribution and Resale Agreement (together with any Addenda, Schedules and Exhibits attached hereto, this ?Agreement?) is by and among TurnOnGreen Inc., a Nevada corporation (?TOG?, ?Supplier?) both with principal offices located at 1421 McCarthy Blvd., Milpitas CA 95008, and Total Energy Solutions Company, LLC an Indiana based Limited Liability
September 6, 2022	EX-10.7	Form of Electric Vehicle Charger Site License Agreement dated May 23, 2002 by and between TurnOnGreen and Sunrise Hills Commercial Association. Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed September 6, 2022. Exhibit 10.7 ELECTRIC VEHICLE CHARGER SITE LICENSE AGREEMENT This Electric Vehicle Charger Site License Agreement (together with any Exhibits attached hereto, this ?Agreement?) is entered into this 23 day of May, 2022 (the "Effective Date") by and among TURNONGREEN INC. a Nevada corporation (?TurnOnGreen?), its subsidiaries (together with TurnOnGreen, the "Company"), each Company having a principa
September 6, 2022	EX-21	Subsidiaries of the Registrant. Exhibit 21 Subsidiaries of the Registrant 1. Digital Power Corporation, a Delaware corporation 2. TOG Technologies, Inc., a Nevada corporation 3. CannaCure Sciences Inc, a Wyoming corporation
August 1, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as spec
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52140 Imperalis Holding Corp. (Exact name of registrant as spe
April 7, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission file number 000-52140 IMPERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Commission file number 000-52140 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 20-5648820 (State or other jurisdiction of incorporation or organizati
March 31, 2022	NT 10-K	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 NOTIFICATION OF LATE FILING xForm 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 11-K ? Transition Report on Form 20-F ? Transition Report on Form 10-Q For the Transit
March 21, 2022	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization
March 21, 2022	EX-2.1	Securities Purchase Agreement dated March 20, 2022 by and among Imperalis Holding Corp., BitNile Holdings, Inc and TurnOnGreen, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed March 21, 2022. Exhibit 2.1 SECURITIES PURCHASE AGREEMENT by and among IMPERALIS HOLDING CORP., TURNONGREEN, INC., and BITNILE HOLDINGS, INC. DATED AS OF MARCH 20, 2022 ARTICLE I EXCHANGE OF SHARES 1 SECTION 1.01 Exchange by the Parent 1 SECTION 1.02 Closing 1 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARENT 1 SECTION 2.01 Good Title 1 SECTION 2.02 Power and Authority 1 SECTION 2.03 No Conflicts 1 SECTION
March 16, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organization
January 28, 2022	SC 13D/A	IMHC / Imperalis Holding Corp. / Ault Global Holdings, Inc. - AMENDMENT NO. 1 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1) Imperalis Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) MILTON C. AULT
December 23, 2021	SC 13D	IMHC / Imperalis Holding Corp. / Ault Global Holdings, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Imperalis Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) MILTON C. AULT
December 23, 2021	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Imperalis Holding Corp., a Nevada corporation. This Jo
December 22, 2021	SC 14F1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Imperalis Holding Corp. (Name of Registrant as Spe UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Imperalis Holding Corp. (Name of Registrant as Specified In Its Charter) 000-52140 (Commission File Number) Nevada 20-5648820 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp
December 21, 2021	EX-99.1	STOCK PURCHASE AGREEMENT EX-99.1 4 ex991.htm EXHIBIT 99.1 Exhibit 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of December 16, 2021, is by and among certain of the shareholders of Imperalis Holdings Corp., a Nevada corporation (“IMHC”), who are signatories hereto (each, a “Seller”, and collectively, the “Sellers”); and BitNile, Inc., a Nevada corporation (the “Purchaser”). Each
December 21, 2021	EX-4.1	Convertible Promissory Note, dated December 15, 2021, made by Imperalis Holding Corp. in favor of Digital Power Lending, LLC. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 21, 2021. EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN TH
December 21, 2021	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52140 20-5648820 (State or other jurisdiction of incorporation or organizat
December 21, 2021	EX-10.1	Exchange Agreement between Imperalis Holding Corp. and Digital Power Lending, LLC, dated as of December 15, 2021. Incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed December 21, 2021. Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the ?Agreement?) is made as of December 15, 2021 (the ?Effective Date?), by and between Imperalis Holding Corp., a Nevada corporation (the ?Company?) and Digital Power Lending, LLC, a California limited liability company (the ?Investor?). WHEREAS, the Investor acquired those certain Promissory Notes dated August 18, 2021 and November 5, 2021
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ¨ TRANSITION R UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52140 Imper
September 17, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ¨ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52140 Imperalis
August 16, 2021	NT 10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-52140 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tra
July 30, 2021	SC 13D	IMHC / Imperalis Holding Corp. / Andreula Kristie Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imperalis Holding Corp. (Name of Issuer) Common stock, $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) Joe Laxague, Esq. The Crone Law Group, P.C. 1 East Liberty, Suite 600 Reno, NV 89501 Tel. (775) 234-5221 Fax (775) 996-3283 (Name, Address and Te
July 30, 2021	SC 13D	IMHC / Imperalis Holding Corp. / Andruela Vincent Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imperalis Holding Corp. (Name of Issuer) Common stock, $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) Joe Laxague, Esq. The Crone Law Group, P.C. 1 East Liberty, Suite 600 Reno, NV 89501 Tel. (775) 234-5221 Fax (775) 996-3283 (Name, Address and Te
July 30, 2021	SC 13D	IMHC / Imperalis Holding Corp. / Andreula Michael Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Imperalis Holding Corp. (Name of Issuer) Common stock, $0.001 per share (Title of Class of Securities) 45257M106 (CUSIP Number) Joe Laxague, Esq. The Crone Law Group, P.C. 1 East Liberty, Suite 600 Reno, NV 89501 Tel. (775) 234-5221 Fax (775) 996-3283 (Name, Address and Te
June 16, 2021	LETTER	LETTER United States securities and exchange commission logo June 16, 2021 Vincent Andreula Chief Executive Officer Imperalis Holding Corp.
May 27, 2021	CORRESP	Mark E. Crone Mark E. Crone Managing Partner [email protected] Joe Laxague Partner [email protected] VIA EDGAR May 27, 2021 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Attn: Scott Anderegg Re: Imperalis Holding Corp. Registration Statement on Form 10-12G Filed April 13, 2021 File No. 000-52140 Dear Mr. Anderegg: We write on behalf of Imperalis Holding Corp. (the “
May 27, 2021	10-12G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IMPERALIS HOLDING CORP. (Exact name of UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 20-564-8820 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica
May 11, 2021	LETTER	LETTER United States securities and exchange commission logo May 11, 2021 Vincent Andreula Chief Executive Officer Imperalis Holding Corp.
April 13, 2021	EX-21.1	List of Subsidiaries. Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1/A filed February 9, 2023. EX-21.1 15 ex211.htm List of Subsidiaries of Imperalis Holding Corp. Name of Subsidiaries Jurisdiction CannaCure Sciences, LLC Wyoming Dollar Shots Club, Inc. Nevada The Cryptocurrency Mining Company Wyoming
April 13, 2021	EX-10.2	Share Exchange Agreement with Dollar Shots Club, Inc. EX-10.2 10 ex102.htm SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”), dated as of February 21, 2018, is by and among Imperalis Holding Corp., a Nevada corporation (the “Parent”) and Dollar Shots Club, Inc., a Nevada corporation (the “Company”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” BACKGROU
April 13, 2021	EX-10.6	Convertible Promissory Note issued October 18, 2019 EX-10.6 14 ex106.htm THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
April 13, 2021	EX-10.5	Convertible Promissory Note issued May 22, 2019 EX-10.5 13 ex105.htm THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES THAT MAY BE ACQUIRED PURSUANT TO THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS CONVERTIBLE PROMISSORY NOTE AND SUCH OTHER SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
April 13, 2021	EX-10.4	Convertible Promissory Note issued January 14, 2021. Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 filed April 13, 2021. THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
April 13, 2021	EX-10.3	Share Exchange Agreement with the Crypto Currency Mining Company SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”), dated as of December 28, 2017, is by and among Imperalis Holding Corp.
April 13, 2021	EX-3.2	Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022. EX-3.2 8 ex32.htm BYLAWS OF EMCOR HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of EMCOR HOLDINGS INC. (the “Corporation") in the State of Nevada shall be in the City of Las Vegas, State of Nevada. Section 2. Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed
April 13, 2021	EX-10.1	Share Exchange Agreement with CannaCure Sciences, Inc. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 10 filed April 13, 2021. SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this ?Agreement?), dated as of April 29, 2019, is by and among Imperalis Holding Corp.
April 13, 2021	EX-3.1	Articles of Incorporation, dated April 5, 2005. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed April 13, 2021. DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684-5708 Entity # E0185402005-9 Document Number: 20050105413-31 Date Filed 4/5/2005 4:02:14 PM In the office of Dean Heller Dean Heller Secretary of State Articles of Incorporation (PURSUANT TO NRS 78) Important: Read attached instructions before completing form.
April 13, 2021	10-12G	- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 IMPERALIS HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 20-564-8820 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 30 N G
August 31, 2009	15-12G	OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.
May 19, 2009	10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-52140 Coloured (US) Inc. (Name of sma
May 18, 2009	NT 10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-52140 (Check one): U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-52140 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: March 31, 2009 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Tran
February 23, 2009	10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2008 o TRANSITION REPORT PURSUANT TO SECTIO U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-52140 Coloured (US) Inc. (Name of small
February 17, 2009	SC 13D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COLOURED (US) INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) (CUSI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 COLOURED (US) INC. (Name of Issuer) Shares of Common Stock, par value $0.001 per share (Title of Class of Securities) 196815 104 (CUSIP Number) KARADA LTD. Ajeltake, Majiero Marshall Island 41 43 344 7040 (Name, Address and Telephone Number of Person Authorized to Receive
February 17, 2009	NT 10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-52140 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q o Form 10-D ? Form N-SAR ? Form N-CSR For period ended: December 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o T
January 13, 2009	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52140 COLOURED (US) INC. (Name of small busi
December 29, 2008	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report
December 22, 2008	EX-99.1	RELEASE AND SETTLEMENT AGREEMENT RELEASE AND SETTLEMENT AGREEMENT This Release and Settlement Agreement ("Settlement Agreement") is dated this 12th day of December, 2008 by and between Coloured (US) Inc.
December 22, 2008	8-K	Financial Statements and Exhibits, Entry into a Material Definitive Agreement SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2008 COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer Identifica
August 18, 2008	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number: 000-52152 COLOURED (US) INC. (Name of issu
August 15, 2008	NT 10-Q	U.S. SECURITIES AND EXCHANGE COMMISSION U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-52140 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q o Form 10-D ? Form N-SAR ? Form N-CSR For period ended: June 30, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Trans
July 25, 2008	EX-16.1	July 24, 2008 Securities and Exchange Commission 450 Fifth Street. N.W. Washington, D.C 20549 Dear Sirs: Re: Coloured (US) Inc. We have read Item 4.01 of Form 8-K dated July 22, 2008 of Coloured (US) Inc. (File Ref. no.: 000-52140) and: a) We are in July 24, 2008 Securities and Exchange Commission 450 Fifth Street. N.W. Washington, D.C 20549 Dear Sirs: Re: Coloured (US) Inc. We have read Item 4.01 of Form 8-K dated July 22, 2008 of Coloured (US) Inc. (File Ref. no.: 000-52140) and: a) We are in agreement with the statements made in Item 4.01(a). b) We have no basis to agree or disagree with the statements Item 4.01(b). Yours truly, “DMCL” Dal
July 25, 2008	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2008 COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 Not Applicable (State or other jurisdiction of (Commission File (IRS Employer incorporation)
May 15, 2008	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number: 000-52152 COLOURED (US) INC. (Name of iss
February 19, 2008	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 December 31, 2007 [ ] Transition Report Under Sec 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 December 31, 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: 000-52152 COLOURED (US) INC. (Name o
February 15, 2008	EX-10.1	Form of Regulation S subscription agreement entered into between the Company with certain Investors on December 17, 2007. Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Exhibit 10.1 EXHIBIT 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NO
February 15, 2008	8-K/A	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2007 Date of Report (Date of earliest event reported) COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 Not Applicable (State or other jurisdiction of (Commission
February 14, 2008	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2007 [ ] Transition Report on
February 1, 2008	10KSB/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 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: 000-52140 COLOURED (US) IN
January 15, 2008	10KSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 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: 000-52140 COLOURED (US) INC. (Name of sm
December 31, 2007	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52140 [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 20
November 13, 2007	EX-10.1	Regulation S Subscription Agreement entered into between the Company and Banque SCS Alliance SA dated November 7, 2007 EX-10.1 2 exhibit10-1.htm REGULATION S SUBSCRIPTION AGREEMENT EXHIBIT 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FO
November 13, 2007	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2007 Date of Report (Date of earliest event reported) COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 Not Applicable (State or other jurisdiction of (Commission File (IRS Employe
November 13, 2007	EX-10.1	Regulation S Subscription Agreement entered into between the Company and Banque SCS Alliance SA dated November 7, 2007 EX-10.1 2 exhibit10-1.htm REGULATION S SUBSCRIPTION AGREEMENT EXHIBIT 10.1 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FO
September 18, 2007	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 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: 000-52152 COLOURED (US) INC. (Name of sm
August 15, 2007	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2007 [ ] Transition Report on For
June 20, 2007	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 March 31, 2007 [ ] Transition Report Under Sect 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 March 31, 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: 000-52152 COLOURED (US) INC. (Name of
May 16, 2007	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52140 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2007 [
April 27, 2007	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definiti
February 16, 2007	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 December 31, 2006 [ ] Transition Report Under Sec 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 December 31, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-52152 COLOURED (US) INC. (Name o
February 15, 2007	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2006 [ ] Transition Report on
January 23, 2007	10QSB/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Re UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment No. 1 [X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-52152 COLOURED (US
January 22, 2007	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2007 Date of Report (Date of earliest event reported) COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada 000-52140 Not Applicable (State or other jurisdiction of (Commission File (IRS Employe
January 22, 2007	EX-16.1	Letter of Staley, Okada dated January 22, 2007. Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 info@staleyokada.
January 22, 2007	EX-16.1	Letter of Staley, Okada dated January 22, 2007. Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 info@staleyokada.
January 22, 2007	EX-16.1	Letter of Staley, Okada dated January 22, 2007. Suite 400 - 889 West Pender Street Vancouver, BC Canada V6C 3B2 Tel 604 694-6070 Fax 604 585-8377 info@staleyokada.
January 4, 2007	EX-10.33	Consulting agreement dated August 1, 2006 between the Company and DeBondo Capital Limited Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Exhibit 10.33 EXHIBIT 10.33 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of August, 2006 BETWEEN: (1) DeBondo Capital Limited registered in England under company number (5666674) whose registered office is at 27 New Bond Street London W1S 2RH (‘DeBondo’); and (2) Coloured (US) Inc. a company inc
January 4, 2007	10KSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-52140 COLOURED (US) INC. (Name of smal
January 4, 2007	EX-10.33	Consulting agreement dated August 1, 2006 between the Company and DeBondo Capital Limited Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Exhibit 10.33 EXHIBIT 10.33 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of August, 2006 BETWEEN: (1) DeBondo Capital Limited registered in England under company number (5666674) whose registered office is at 27 New Bond Street London W1S 2RH (‘DeBondo’); and (2) Coloured (US) Inc. a company inc
January 4, 2007	EX-10.33	Consulting agreement dated August 1, 2006 between the Company and DeBondo Capital Limited Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Exhibit 10.33 EXHIBIT 10.33 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of August, 2006 BETWEEN: (1) DeBondo Capital Limited registered in England under company number (5666674) whose registered office is at 27 New Bond Street London W1S 2RH (‘DeBondo’); and (2) Coloured (US) Inc. a company inc
January 3, 2007	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50 SEC FILE NUMBER 000-52140 x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2006 ? Transition
September 1, 2006	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, 2006 [ ] Transition Report Under Section 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, 2006 [ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-52152 COLOURED (US) INC. (Name of sm
August 3, 2006	424B4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-133505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-133505 PROSPECTUS JULY 26, 2006 COLOURED (US) INC. a Nevada Corporation 9,898,660 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 9,898,660 shares of common stock of Coloured (US) Inc. that may be offered and sold, from time to time, by the selling stoc
July 24, 2006	CORRESP	Lang Michener LLP Lang Michener LLP BARRISTERS & SOLICITORS Vancouver Toronto Ottawa 1500 - 1055 West Georgia Street, P.
July 24, 2006	CORRESP	COLOURED (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1189 / Fax: +44(0)20 7031 1199 COLOURED (US) INC. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Tel: +44(0)20 7031 1189 / Fax: +44(0)20 7031 1199 July 24, 2006 MAIL STOP 6010 The United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Mr. Zafar Hasan Dear Mr. Hasan: COLOURED (US) INC. (the ?Company?) Form SB-2 Registration Statement, as amended
July 17, 2006	CORRESP	– 2 – Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Response Letter 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: 57431-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:
July 17, 2006	8-A12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COLOURED (US) INC. (Exact name of registrant as UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COLOURED (US) INC. (Exact name of registrant as specified in its charter) Nevada N/A (State of incorporation or organization) (I.R.S. Employer Identification No.) Suite 5.15, 130 Shaftesbury Avenue
July 17, 2006	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (US) INC. (Name of small business issuer in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (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)
July 6, 2006	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (US) INC. (Name of small business issuer in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (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)
July 6, 2006	CORRESP	– 2 – Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - SEC Response Letter 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: 57431-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Li
June 20, 2006	LETTER	LETTER ``````````` Mail Stop 6010 June 20, 2006 Mr. Lars Brannvall President Coloured (US) Inc. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Re: Coloured (US) Inc. Form SB-2/A filed June 8, 2006 File No. 333-133505 Dear Mr. Brannvall: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you
June 9, 2006	CORRESP	- 2 - Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Response Letter 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: 57431-8 Web site: www.langmichener.com Direct Line: (604) 691-7410 Direct Fax Line:
June 9, 2006	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (US) INC. (Name of small business issuer in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLOURED (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)
May 18, 2006	LETTER	LETTER ``````````` Mail Stop 6010 May 18, 2006 Mr. Lars Brannvall President Coloured (US) Inc. Suite 5.15, 130 Shaftesbury Avenue London, England W1D 5EU Re: Coloured (US) Inc. Form SB-2 filed April 24, 2006 File No. 333-133505 Dear Mr. Brannvall: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you d
April 24, 2006	EX-10.27	Subscription agreement between the Company and Sharon Cocker dated April 8, 2005 relating to the Company’s private offering of 500,000 shares EXHIBIT 10.27 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGI
April 24, 2006	EX-10.5	Loan Agreement dated October 8, 2003, between Coloured UK and CII Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.5 EXHIBIT 10.5 LOAN AGREEMENT THIS AGREEMENT is made the 8TH day of October 2003 BETWEEN: (1) Coloured Industry Ltd of 2nd Floor, 93a Rivington Street, London, EC2A 3AY ("the Borrower"); (2) Colour Industry Inc of FDICIC Building, Lower Factory Road, St. John’s, Antigua ("the Lender") Whereby it is agreed
April 24, 2006	EX-10.30	Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.26	Reseller Agreement dated February 3, 2005, between Coloured UK and iTech Solutions India PVT Ltd covering the territory of India and the Indian Subcontinent EXHIBIT 10.26 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) ITECH SOLUTIONS INDIA PVT LTD, a part of TollFreeIndia Ltd, at Doli Chambers, 601 Strand Road, C
April 24, 2006	EX-3.1	Articles of Incorporation EXHIBIT 3.1 DEAN HELLER Entity # Secretary of State E0185402005-9 206 North Carson Street Document Number: 20050105413-31 Carson City, Nevada 89701-4299 Date Filed: (775) 684 5708 4/5/2005 4:02:14PM Website: secretaryofstate.biz IN THE OFFICE OF "Dean Heller" Dean Heller Secretary Of State Articles of Incorporation (PURSUANT TO NRS 78) Important: Read attached instructions before completing form.
April 24, 2006	EX-10.15	Service Agreement dated August 4, 2004, between Coloured UK and Outlander Management Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.15 EXHIBIT 10.15 THIS AGREEMENT is made the 4th day of August 2004 BETWEEN: (1) Outlander Management Limited registered in England under company number (03836824) whose registered office is at 27 New Bond Street London W1S 2RH (‘OM’); and (2) Coloured Industry Limited a company registered in England under
April 24, 2006	EX-10.17	Reseller Agreement dated February 20, 2004, between Coloured UK and Tele-Publishing UK Ltd. (also known as G8wave) covering the territory of the United Kingdom Filed by Automated Filing Services Inc. (604) 609-0244 - The Coloured Ltd. - Exhibit 10.17 EXHIBIT 10.17 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Tele-
April 24, 2006	EX-10.22	Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic EXHIBIT 10.22 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Nostromo ICT, s.r.o. of Jeseniova 47, 130 00 Praha3, Czech Republic (to be known as “THE SALES R
April 24, 2006	EX-10.17	Reseller Agreement dated February 20, 2004, between Coloured UK and Tele-Publishing UK Ltd. (also known as G8wave) covering the territory of the United Kingdom Filed by Automated Filing Services Inc. (604) 609-0244 - The Coloured Ltd. - Exhibit 10.17 EXHIBIT 10.17 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Tele-
April 24, 2006	EX-10.5	Loan Agreement dated October 8, 2003, between Coloured UK and CII Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.5 EXHIBIT 10.5 LOAN AGREEMENT THIS AGREEMENT is made the 8TH day of October 2003 BETWEEN: (1) Coloured Industry Ltd of 2nd Floor, 93a Rivington Street, London, EC2A 3AY ("the Borrower"); (2) Colour Industry Inc of FDICIC Building, Lower Factory Road, St. John’s, Antigua ("the Lender") Whereby it is agreed
April 24, 2006	EX-10.12	Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP EXHIBIT 10.12 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th day of February, 2006, BETWEEN: THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and COLOURED INDUSTRY
April 24, 2006	EX-10.1	Agency Exploitation Agreement dated March 31, 2003, between The Mobile Warrior Technology Partnership LLP and LDC Network Limited Filed by Automated Filing Services Inc. (604) 609-0244 - EMCOR Holdings Inc. - Exhibit 10.1 EXHIBIT 10.1 DATED: 31 March 2003 THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP - and - LDC NETWORK LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the Mobile Warrior Technology Final Version, March 2003 INN.Exploitation.Mobile. THIS AGENCY AGREEMENT is made the day of March 2002 BE
April 24, 2006	EX-10.6	Debt Settlement Agreement dated April 26, 2005, between Coloured UK and CII EXHIBIT 10.6 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is dated for reference April 26, 2005 BETWEEN: COLOURED INDUSTRY LIMITED company number 4752451 being a company duly incorporated pursuant to the laws of England and having a registered address of 27 New Bond Street, London, W1S 2RH. (the “Company”) AND: COLOUR INDUSTRY INC. a company duly incorporated pursuant to the laws of Antigua and having
April 24, 2006	EX-10.12	Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP EXHIBIT 10.12 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th day of February, 2006, BETWEEN: THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and COLOURED INDUSTRY
April 24, 2006	EX-10.30	Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.31	Form of subscription agreement and amendment agreement relating to the Company’s September 30, 2005 private offering of 677,660 common shares at $0.05 per share Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.10 EXHIBIT 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.11	Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.22	Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic EXHIBIT 10.22 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Nostromo ICT, s.r.o. of Jeseniova 47, 130 00 Praha3, Czech Republic (to be known as “THE SALES R
April 24, 2006	EX-10.30	Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.2	Letter Agreement dated effective April 2, 2004, between LDC Network Limited and Coloured UK EXHIBIT 10.2 Lars Brannvall Director 20 September 2004 Coloured Industry Ltd Vigilant House 120 Wilton Road London SW1V 1JZ Dear Lars, Agency Exploitation Agreement (AEA) ? assignment This letter confirms our agreement that LDC Network Ltd has assigned its interest, including all rights and obligations, in its Agency Exploitation Agreement with The Mobile Warrior Technology Partnership LLP (MW) to
April 24, 2006	EX-10.30	Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.24	Worldwide Reseller Agreement dated December 12, 2004, between Coloured UK and Tracebit Ltd Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.24 EXHIBIT 10.24 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2)
April 24, 2006	EX-10.1	Agency Exploitation Agreement dated March 31, 2003, between The Mobile Warrior Technology Partnership LLP and LDC Network Limited Filed by Automated Filing Services Inc. (604) 609-0244 - EMCOR Holdings Inc. - Exhibit 10.1 EXHIBIT 10.1 DATED: 31 March 2003 THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP - and - LDC NETWORK LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the Mobile Warrior Technology Final Version, March 2003 INN.Exploitation.Mobile. THIS AGENCY AGREEMENT is made the day of March 2002 BE
April 24, 2006	EX-10.4	Employment Agreement between Coloured UK and Lars Brannvall dated August 6, 2003 EXHIBIT 10.4 THIS AGREEMENT is made the 6th day of August 2003 B E T W E E N :- 1) The Company specified in the Schedule hereto ("the Company") and 2) The person specified in the Schedule hereto ("the Officer") 3) The Owner specified in the Schedule hereto (?the Owner?) W H E R E A S :- (A) The Company carries on the business shown in the Schedule hereto ("the Business") from the premises shown in
April 24, 2006	EX-10.31	Form of subscription agreement and amendment agreement relating to the Company’s September 30, 2005 private offering of 677,660 common shares at $0.05 per share Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.10 EXHIBIT 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.19	Reseller Agreement dated March 13, 2004, between Coloured UK and Mobiletones Asia Pte Ltd. covering the territory of Asia, excluding Singapore Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.19 EXHIBIT 10.19 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2)
April 24, 2006	EX-10.12	Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP EXHIBIT 10.12 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th day of February, 2006, BETWEEN: THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and COLOURED INDUSTRY
April 24, 2006	EX-10.12	Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP EXHIBIT 10.12 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th day of February, 2006, BETWEEN: THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and COLOURED INDUSTRY
April 24, 2006	EX-10.28	Form of subscription agreement relating to the Company's May 31, 2005 private offering of 4,500,000 common shares at $0.01 per share EXHIBIT 10.28 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE P
April 24, 2006	EX-10.20	Reseller Agreement dated March 10, 2005, between Coloured UK and Net People International Inc. covering the territory of Latin America (South & Central America), Mexico and the Caribbean Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.20 EXHIBIT 10.20 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2)
April 24, 2006	EX-3.3	BYLAWS EMCOR HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I Filed by Automated Filing Services Inc. (604) 609-0244 - EMCOR Holdings Inc. - Exhibit 3.3 EXHIBIT 3.3 BYLAWS OF EMCOR HOLDINGS INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of EMCOR HOLDINGS INC. (the “Corporation”) in the State of Nevada shall be in the City of Las Vegas, State of Nevada. Section 2. Other Offices. The Corporation shall also hav
April 24, 2006	EX-10.5	Loan Agreement dated October 8, 2003, between Coloured UK and CII Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.5 EXHIBIT 10.5 LOAN AGREEMENT THIS AGREEMENT is made the 8TH day of October 2003 BETWEEN: (1) Coloured Industry Ltd of 2nd Floor, 93a Rivington Street, London, EC2A 3AY ("the Borrower"); (2) Colour Industry Inc of FDICIC Building, Lower Factory Road, St. John’s, Antigua ("the Lender") Whereby it is agreed
April 24, 2006	EX-10.1	Agency Exploitation Agreement dated March 31, 2003, between The Mobile Warrior Technology Partnership LLP and LDC Network Limited Filed by Automated Filing Services Inc. (604) 609-0244 - EMCOR Holdings Inc. - Exhibit 10.1 EXHIBIT 10.1 DATED: 31 March 2003 THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP - and - LDC NETWORK LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the Mobile Warrior Technology Final Version, March 2003 INN.Exploitation.Mobile. THIS AGENCY AGREEMENT is made the day of March 2002 BE
April 24, 2006	EX-10.22	Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic EXHIBIT 10.22 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Nostromo ICT, s.r.o. of Jeseniova 47, 130 00 Praha3, Czech Republic (to be known as “THE SALES R
April 24, 2006	EX-10.22	Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic EXHIBIT 10.22 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Nostromo ICT, s.r.o. of Jeseniova 47, 130 00 Praha3, Czech Republic (to be known as “THE SALES R
April 24, 2006	EX-10.30	Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.22	Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic EXHIBIT 10.22 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Nostromo ICT, s.r.o. of Jeseniova 47, 130 00 Praha3, Czech Republic (to be known as “THE SALES R
April 24, 2006	EX-10.11	Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.11	Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.32	Form of subscription agreement relating to the Company’s March 13, 2006 private offering of 202,000 common shares at $0.25 per share Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.13 EXHIBIT 10.13 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – MOBILE WARRIOR TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th of February, 2006, BETWEEN: THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP a limited liability partnership whose principal addres
April 24, 2006	EX-10.23	Reseller Agreement dated November 25, 2004, between Coloured UK and Voicelock Ltd. (also known as Trust5) covering the territory of the United Kingdom and Ireland EX-10.23 29 exhibit10-23.htm EXHIBIT 10.23 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Voicelock Ltd, trading as Trust5 of Unit 3, Bracken Business Par
April 24, 2006	EX-10.12	Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP EXHIBIT 10.12 TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY) THIS TERMINATION AND RELEASE AGREEMENT dated for reference the 28th day of February, 2006, BETWEEN: THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and COLOURED INDUSTRY
April 24, 2006	EX-10.2	Letter Agreement dated effective April 2, 2004, between LDC Network Limited and Coloured UK EXHIBIT 10.2 Lars Brannvall Director 20 September 2004 Coloured Industry Ltd Vigilant House 120 Wilton Road London SW1V 1JZ Dear Lars, Agency Exploitation Agreement (AEA) ? assignment This letter confirms our agreement that LDC Network Ltd has assigned its interest, including all rights and obligations, in its Agency Exploitation Agreement with The Mobile Warrior Technology Partnership LLP (MW) to
April 24, 2006	EX-10.10	Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and CISA Holdings APS EXHIBIT 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE P
April 24, 2006	EX-10.7	Share Exchange Agreement dated May 23, 2005, as amended, among Emcor Holdings Inc., Coloured UK and the stockholders of Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.7 EXHIBIT 10.7 SHARE EXCHANGE AGREEMENT THIS AGREEMENT made as of the 23rd day of May, 2005 (the "Effective Date"), AMONG: EMCOR HOLDINGS INC., a company incorporated under the laws of the State of Nevada and having an address at 10478 Nieretto Court Rancho Cordova, California 95670 ("Purchaser") AND: THE
April 24, 2006	EX-10.16	Reseller Agreement dated February 19, 2004, between Coloured UK and Mtertainment Korea covering the territory of Asia, with exclusivity in Singapore Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.16 EXHIBIT 10.16 Reseller Agreement 1) CI MOBILE GAMING Network of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Mtertainment Korea of room#1311, Megacity Officetel, Gangnam-Gu, 824-12, Yeoksam-Dong Seou
April 24, 2006	EX-10.31	Form of subscription agreement and amendment agreement relating to the Company’s September 30, 2005 private offering of 677,660 common shares at $0.05 per share Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.10 EXHIBIT 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.31	Form of subscription agreement and amendment agreement relating to the Company’s September 30, 2005 private offering of 677,660 common shares at $0.05 per share Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.10 EXHIBIT 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.29	Administration Agreement dated July 1, 2005 between Coloured UK and Azuracle Limited EXHIBIT 10.29 THIS AGREEMENT is made the 1st day of July 2005 BETWEEN: (1) Azuracle Limited registered in England under company number (03836824) whose registered office is at 27 New Bond Street London W1S 2RH (?AZURACLE?); and (2) Coloured Industry Limited a company registered in England under company number (04752451) whose registered office is at 27 New Bond Street London W1S 2RH (?Customer?).
April 24, 2006	EX-10.9	Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and ABS Capital (Mobile Warrior Game) Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.9 EXHIBIT 10.9 ASSET PURCHASE AGREEMENT (MOBILE WARRIOR TECHNOLOGY) THIS AGREEMENT (together with the schedules attached hereto, this “Agreement”) dated as of January 31, 2006. BETWEEN: COLOURED (US) INC. a company incorporated under the laws of State of Nevada and having a registered address at 502 East J
April 24, 2006	EX-10.14	Debenture Agreement dated October 8, 2003 between Coloured UK and CII evidencing The indebtedness of Coloured UK under the Loan Agreement Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Ltd. - Exhibit 10.14 EXHIBIT 10.14 COLOURED INDUSTRY DEBENTURE Issued under the authority of the Company's Memorandum & Articles of Association and pursuant to resolution of the Directors dated the 8th day of October 2003 THIS DEBENTURE is made BETWEEN (1) Coloured Industry Ltd of 130 Shaftesbury Avenue, Suite 5.15, London
April 24, 2006	EX-10.11	Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.11 EXHIBIT 10.11 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES
April 24, 2006	EX-10.25	Reseller Agreement dated December 22, 2004, between Coloured UK and Mobile Minds covering the territory of Hungary, Slovakia, Czech Republic and Pakistan EXHIBIT 10.25 Reseller Agreement 1) Coloured Industry Ltd, trading as CI MOBILE GAMING, of of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK), a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) Mobile Minds of Ulica Ciupagi 13, 03-016 Warszawa, Poland (to be known as “THE SALES REPRESEN
April 24, 2006	EX-10.8	Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and CII (Coloured Mobile Games) Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.8 EXHIBIT 10.8 ASSET PURCHASE AGREEMENT (COLOURED TECHNOLOGY) THIS AGREEMENT (together with the schedules attached hereto, this “Agreement”) dated as of January 31, 2006. BETWEEN: COLOURED (US) INC. a company incorporated under the laws of State of Nevada and having a registered address at 502 East John St
April 24, 2006	EX-10.18	Worldwide Reseller Agreement dated February 20, 2004, between Coloured UK and Mocondi Ltd. Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Inc. - Exhibit 10.18 EXHIBIT 10.18 Reseller Agreement 1) CI MOBILE GAMING Network of Vigilant House, 120 Wilton Road, London SW1V 1JZ, United Kingdom (registered office at 27 New Bond Street, London W1S 2RH, UK) a UK based corporation, (to be known as “CI MOBILE GAMING” in this agreement) AND 2) MOCONDI LTD. of Thornton Roa
April 24, 2006	EX-10.3	Agency Exploitation Agreement dated August 6, 2003, between The Coloured Industry Technology Partnership and Coloured UK Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured Industry Limited - Exhibit 10.3 EXHIBIT 10.3 DATED 6 August 2003 THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP - and - COLOURED INDUSTRY LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the Coloured Industry Technology Keydata Technology Partnership 3 LLP 1164874.1 THIS AGENCY AGREEMENT is made the 6th day of
April 24, 2006	EX-3.2	Certificate of Amendment to Articles of Incorporation Filed by Automated Filing Services Inc. (604) 609-0244 - Emcor Holdings Inc. - Exhibit 3.2 EXHIBIT 3.2 DEAN HELLER Entity # Secretary of State E0185402005-9 206 North Carson Street Document Number: 20050603281-97 Carson City, Nevada 89701-4299 Date Filed: (775) 684 5708 12/8/2005 11:43:10PM Website: secretaryofstate.biz IN THE OFFICE OF "Dean Heller" Dean Heller Secretary Of State Certificate of A

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