SecProbe.io

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TURNONGREEN, INC.

1421 McCarthy Blvd.

Milpitas, CA 95035

    December 22, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Donahue

Division of Corporation Finance

 Re: TurnOnGreen, Inc.

Registration Statement on Form S-1 (File No. 333-292173)

Ladies and Gentlemen:

TurnOnGreen, Inc. hereby requests
that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m.,
Eastern time, on Monday, December 29, 2025, or as soon as possible thereafter.

Please advise the undersigned
of the effectiveness of the Registration Statement.

    Very truly yours,

    TURNONGREEN, INC.

    By:

    /s/ Amos Kohn

    Amos Kohn

    Chief Executive Officer

    cc:
    Donte Bronaugh, Esq.

    Kenneth Schlesinger, Esq.

    Spencer G. Feldman, Esq.

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EMAIL: SFeldman@olshanlaw.com

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 Holding Corp. (the “Company”),
we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on
Wednesday, May 3, 2023, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration
Statement.

    Very truly yours,

    /s/ Spencer G. Feldman

    Spencer G. Feldman

 cc: Amos Kohn

Henry C.W. Nisser, Esq.

IMPERALIS HOLDING CORP.

1421 McCarthy Blvd.

Milpitas, California 95035

    May 1, 2023

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:

Imperalis Holding Corp. hereby requests that the effectiveness
of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Wednesday,
May 3, 2023, or as soon as possible thereafter.

    Very truly yours,

    IMPERALIS HOLDING CORP.

    By:

    /s/ Amos Kohn

    Amos Kohn

    Chief Executive Officer

United States securities and exchange commission logo
February 24, 2023
Amos Kohn
Chief Executive Officer
Imperalis Holding Corp.
1421 McCarthy Blvd.
Milpitas, California 95035
Re:Imperalis Holding Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 9, 2023
File No. 333-267897
Dear Amos Kohn:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 9, 2022 letter.
Amendment No. 1 to Form S-1
Cover Page
1.Please add the common stock to be issuable upon exercise of the warrants to the cover
page of the prospectus.
Executive Compensation, page 54
2.Please update your Summary Compensation Table to include the year ended December
31, 2022.

 FirstName LastNameAmos Kohn
 Comapany NameImperalis Holding Corp.
 February 24, 2023 Page 2
 FirstName LastName
Amos Kohn
Imperalis Holding Corp.
February 24, 2023
Page 2
General
3.Please include your audited financial information for the year ended December 31, 2022
in your next amendment.
            You may contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 9, 2022
Amos Kohn
Chief Executive Officer
Imperalis Holding Corp.
1421 McCarthy Blvd.
Milpitas, California 95035
Re:Imperalis Holding Corp.
Registration Statement on Form S-1
Filed October 17, 2022
File No. 333-267897
Dear Amos Kohn:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed October 17, 2022
General
1.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions.  For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories or stores;
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials; or

 FirstName LastNameAmos Kohn
 Comapany NameImperalis Holding Corp.
 November 9, 2022 Page 2
 FirstName LastNameAmos Kohn
Imperalis Holding Corp.
November 9, 2022
Page 2
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
2.We note that you plan to distribute shares to BitNile stockholders. On the cover page, state
the percentage of shares of TurnOnGreen common stock that BitNile will hold after the
distribution and please fill in the percentage of shares that stockholders of record of
BitNile will hold in TurnOnGreen in the aggregate after the distribution.
3.We note your disclosure that "BitNile may be deemed an underwriter."  Please revise to
state that BitNile is an underwriter or tell us your basis for the conclusion that BitNile is
not an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933.
Please note that if you determine that BitNile is a statutory underwriter, you must identify
BitNile as such on your cover page and in your plan of distribution.  Please refer to Items
501(b)(8) and 508 of Regulation S-K.
The Distribution, page 4
4.We note that 81.1% of all outstanding shares of TurnOnGreen, Inc. and an equal number
of warrants will be issued to BitNile Holdings, Inc. stockholders in the "Distribution."
Considering it appears Imperalis Holding Corp. will own less than 20% of TurnOnGreen's
outstanding shares after consummation of the Distribution, please clarify how Imperalis
will account for its TurnOnGreen investment after the Distribution.  For example, clarify
if TurnOnGreen will be consolidated or accounted for using the equity method
and explain in sufficient detail how you arrived at your conclusion.
Risk Factors, page 11
5.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business.  Discuss the measures you have taken to mitigate these risks.
6.We note your risk factor that you are dependent on foreign manufacturers.  Please update
this risk factor to include any disruptions you have experienced due to such reliance.
7.We note your disclosure on page 24 that you have identified a material weakness in your
internal control over financial reporting. Disclose in the risk factor what measures, if any,
you are undertaking to address the material weakness, the timetable for remediation, and
whether there is any associated material costs.
The Distribution, page 30
8.Please revise to disclose the material terms of the warrants, including the exercise price
and mechanics.

 FirstName LastNameAmos Kohn
 Comapany NameImperalis Holding Corp.
 November 9, 2022 Page 3
 FirstName LastName
Amos Kohn
Imperalis Holding Corp.
November 9, 2022
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations of
TOGI
Results of Operations of TOGI, page 41
9.Please provide a discussion of the annual and interim results of operations for
TurnOnGreen, Inc. that comply with Items 303(b)(2) and 303(c)(2) of Regulation S-K.
Impact of Inflation, page 42
10.Please update this discussion in future filings to identify actions planned or taken, if any,
to mitigate inflationary pressures.
Business of TurnOnGreen, page 43
11.Please revise to disclose the cost, length, and features of the subscriptions you offer.
Management of TurnOnGreen, page 57
12.Please describe the extent and the nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company's supply chain and
suppliers.
Principal Stockholders of TurnOnGreen Common Stock, page 61
13.Please revise to present the beneficial ownership information of the company before and
after the distribution, including the number of shares of common stock to that will be
outstanding as a result of the distribution.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Andrew Blume at 202-551-3254 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 16, 2021
Vincent Andreula
Chief Executive Officer
Imperalis Holding Corp.
30 N Gould Street, Suite 11023
Sheridan, Wyoming 82801
Re:Imperalis Holding Corp.
Registration Statement on Form 10-12G
Filed April 13, 2021
File No. 000-52140
Dear Mr. Andreula:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 11, 2021
Vincent Andreula
Chief Executive Officer
Imperalis Holding Corp.
30 N Gould Street, Suite 11023
Sheridan, Wyoming 82801
Re:Imperalis Holding Corp.
Registration Statement on Form 10-12G
Filed April 13, 2021
File No. 000-52140
Dear Mr. Andreula:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form 10 filed April 13, 2021
Business
CBD Products, page 1
1.We note your statement that "CBD is derived from industrial hemp, and because of its low
Tetrahydrocannabinol (THC) content, is lawful in the United States and has no
measurable psychoactive effects."  However, we also note that some states restrict the
purchase, sale and/or possession of CBD and that CBD products must comply with other
applicable laws, such as the FD&C Act. We further note your disclosure that cannabis
remains illegal under federal law and "[w]e would likely be unable to execute our business
plan if the federal government were to enforce federal law regarding cannabis and applied
such laws to low THC containing hemp, or other federal or state laws were to be extended
to our business." Please remove or revise your statement as to the legality of CBD
accordingly, or provide us with the legal analysis supporting such statement.

 FirstName LastNameVincent Andreula
 Comapany NameImperalis Holding Corp.
 May 11, 2021 Page 2
 FirstName LastName
Vincent Andreula
Imperalis Holding Corp.
May 11, 2021
Page 2
Customers and Marketing, page 5
2.We note your reference to your website:  "Our products are currently marketed through
our website, cannacuresciences.com."  Your website appears not to be working.  Please
revise your disclosure accordingly.
Regulatory Requirements, page 6
3.We note your bullet point list of regulations and/or laws governing your business.  Please
revise to discuss the effects of the various regulations that you describe here on your
business with a view to understanding how the regulations are applicable to you.  In this
regard, please revise to provide more details concerning government approval of
CBD related products.  In this regard, we note that the FDA has only approved one CBD
product.  Please also disclose, if true, that your CBD products have not been
approved.  Please see Item 101(h)(4)(viii) and Item 101(h)(4)(ix) of Regulation S-K.
4.Please also discuss the testing procedures, if any, for your CBD products, including
whether the lab(s) performing tests on your CBD products meet the “ISO 17025” or other
applicable standards.  If you are not having your CBD products tested please add a risk
factor on the potential consequences on your business.
Risk Factors
Our stock price has been extremely volatile and our common stock is not listed on a national
stock exchange; ..., page 13
5.We note your disclosure that "[a]n active public market for our common stock currently
exists on the OTC Markets (www.otcmarkets.com) but may not be sustained."  However,
it appears that OTC Markets has discontinued the display of quotes for your shares on
www.otcmarkets.com.  Please revise this risk factor to disclose this fact and to discuss the
risks to investors of buying your shares given that the OTC Markets Group has designated
your securities as 'Caveat Emptor' and placed a skull and crossbones icon next to your
stock symbol to "inform investors that there may be reason to exercise additional caution
and perform thorough due diligence before making an investment decision" in your
securities.
General
6.Please acknowledge that your registration statement will become effective by operation of
law 60 days from the date you filed it, that you will be responsible for filing reports
required by Section 13 of the Securities Exchange Act of 1934 beginning at such time,
and that we may continue to comment on your registration statement after the effective
date.

 FirstName LastNameVincent Andreula
 Comapany NameImperalis Holding Corp.
 May 11, 2021 Page 3
 FirstName LastName
Vincent Andreula
Imperalis Holding Corp.
May 11, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-
3222 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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   Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - SEC Correspondence

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

  SEC File No. 333-133505

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the Company hereby requests acceleration of the effective date of
its Registration Statement on Form SB-2 to 4:30 p.m. (EST) on Wednesday, July
26, 2006, or as soon thereafter as is practicable.

The Company is aware of its responsibilities relating to the
proposed public offering of its securities as specified in its Registration
Statement under the Securities Act of 1933 and the Securities Exchange
Act of 1934. The Company further acknowledges that :

  should the Commission or the Staff, acting pursuant to delegated authority,
  declare the filing effective, it does not foreclose the Commission from taking
  any action with respect to the filing;

  the action of the Commission or the Staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Company
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

  the Company may not assert this action as defense in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

Thank you for your assistance. Please call with any
questions.

Yours truly,

COLOURED (US) INC.

/s/ Lars
Brannvall
_____________________________________
LARS BRANNVALL,
President

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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 disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Risk Factors, p. 5
If we are unable to obtain additional financing..., p. 5
1. You have indicated that you need to obtain additional funds to
continue operations within the month.  If this filing is not
effective prior to June 30 of this year, you should update the
disclosure in this section in subsequent amendments.

Coloured (US) Inc. Interim Financial Statements, page F-1
Note 4. Agency Exploitation Agreements and Intellectual Property,
page F-10
2. We noted that you expensed the intellectual property acquired.
Please provide the following:
* Explain why it is appropriate to classify the intellectual
property
outside of operations on the Interim Consolidated Statements of
Operations.
* Clarify the heading used in the Interim Consolidated Statements
of
Cash Flows to properly reflect the acquisition of intellectual
property rights as "intellectual property write down" implies an
impairment to the intellectual property rather than a purchase or
tell us why this classification is appropriate.
* Tell us what consideration was given to classifying the purchase
of
intellectual property as an investing activity on the Statements
of
Cash Flows. Refer to Note 10. Non-cash Transactions which
indicates
the purchased intellectual property is an investing or financing
activity.

Coloured, (US) Inc. Consolidated Financial Statements, page F-15
Note 2. Significant Accounting Policies
Revenue Recognition, page F-28
3. Refer to your response to our comment 25 and we repeat our
comment
as it doesn`t appear any changes have been made to the footnote as
indicated in your response. Clarify when revenue derived from the
sale of services is initially recorded as deferred revenue (e.g.
is
an upfront total contract payment required).

Note 3. Rights and Technology, page F-29
Refer to your response to our comments 27 and 28 and we repeat our
comments as it doesn`t appear any changes have been made to the
footnote as indicated in your responses. Please clarify what you
mean
by "option agreement" related to your software license and your
basis
for the accounting for an option agreement.  Disclose the terms of
the agreement. We noted that you acquired the software license on
May
25, 2004 but did not incur amortization expense in the fiscal year
ended September 30, 2004. Please clarify your accounting
treatment.
4.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Sasha Parikh at (202) 551-3627 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Zafar Hasan at (202) 551-3653 or me at
(202)
551-3715 with any other questions.
      Sincerely,

      Jeffrey Riedler
   Assistant Director

cc:	Michael Taylor
	Lang Michener
	1500 Royal Centre
	1055 West Georgia Street
	Vancouver, British Columbia V6E 4N7
	Fax: (604) 685-7084

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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 disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
2. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
3. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.
4. Please include the signature of your Chief Accounting
Officer/Controller on the signature page of the filing.
5. Please update your financial information to comply with Item
310(g) of Regulation S-B.

Prospectus Summary, p. 1
6. Please disclose the name of the other party to the agency
agreement dated August 6, 2003 as well as the letter agreement
dated
September 20, 2004.
7. We note your reference to risk factors on page 3.  Please
revise
the summary to include a more expansive discussion of risk factors
which briefly summarizes the key risks facing the company.

Risk Factors, p. 5
General
8. Please consider adding a risk factor relating to the potential
conflicts and/or corporate governance issues that may arise from
the
fact that Mr. Brannvall is both the sole executive officer and
sole
director of the company.

As we have limited operating history..., p. 5
9. Please disclose your accumulated deficit as of March 31, 2006.

If we are unable to obtain additional financing..., p. 5
10. You have indicated that you need to obtain additional funds to
continue operations within the month.  As a month has passed since
the filing date, you should update this disclosure to include the
latest developments with regard to fundraising.  In addition, if
you
have not yet raised funds but are still seeking them, you should
describe these efforts and disclose the likelihood and timeframe
for
raising additional funds as well as the amount of time these
additional funds, if any, will allow the company to continue
operations.

As we have yet to establish commercial sales...,  p. 5
If we are unable to enter into arrangements with gateway
owners...,
p. 5
If we are unable to achieve commercial acceptance..., p. 6
Our business will suffer significant harm..., p. 6
11. These risk factors appear to overlap significantly with one
another.  Please consider consolidating the risk factors or
revising
them to reduce redundancy. If you retain more than one risk
factor,
each risk factor should describe separate and distinct risks.

If we are unable to enter into arrangements..., p. 5
12. You describe the risks associated with the inability to enter
into licenses with gateway owners. However, you should include a
discussion of your attempts to enter into these arrangements in
the
past and any difficulties you have encountered in attempting to
secure such licenses.  Furthermore, if you believe that there are
any
specific facts that would suggest that entering into these
arrangements may be difficult for the company, you should disclose
those facts in the risk factor.
13. Please consider expanding the risk factor to include the
possibility that you may be able to enter into arrangements with
gateway owners but that those arrangements still may not result in
fees for the company.

We have a history of losses..., p. 6
14. As noted in our prior comment, you should disclose accumulated
losses as of March 31, 2006.  Also, include your losses for the
six
months ended March 31 rather than the three months ended December
31,
2005.
If our operating expenses..., p. 6
15. Please disclose your current average monthly expenses and any
specific facts or circumstances that would lead these expenses to
increase.
As there is a substantial doubt as to our ability..., p. 6
16. Please explain what a going concern opinion is so that
investors
can understand this risk factor in its proper context.

We operate in a highly competitive industry..., p. 6
17. Please expand your discussion of this risk factor to include a
discussion of your principal competitors in your industry.  In
addition, for each competitor you list, you should describe the
specific competitive advantages possessed by that competitor,
rather
than referring to advantages generically.

As we contract out our software development..., p. 7
18. In your risk factor heading, you indicate that you are
currently
outsourcing your software development activity to SIA.  However,
in
the body of the risk factor, you indicate that you "anticipate"
outsourcing these functions.  Please clarify whether the
outsourcing
is currently occurring or will be occurring in the future.
19. In addition, if you currently have an agreement with SIA, you
should file it as an exhibit to the registration statement and
include a description of its material terms in the Business
section.

We have not paid dividends, p. 8
20. Please describe the risks associated with the failure to pay
dividends.
Selling stockholders, p. 11
21. Please disclose the names of the natural person(s) who have
voting and/or dispositive control over the shares held by The
Outlander Trust and CISA Holdings APS.

Security ownership of certain beneficial owners and management, p.
17
22. We note your disclosure in Footnote 2 of the table.  Please
name
the natural persons who beneficially own the shares held by Colour
Industry, Inc., The Coloured Industry and The Mobile Warrior.

Business, p. 22
Overview, p. 22
23. We note your statement that your games are "easy to learn" and
"fun."  Descriptions of this type are subjective and are not
appropriate for the registration statement.  Please eliminate all
such descriptions and limit your disclosure to the observable
facts
regarding your company and its products.

Certain relationships and related transactions, p. 41
24. With regard to Debondo Capital and Azuracle Ltd., in each case
you should disclose the director that is common between the entity
and Outlander Management.

Note 2. Significant Accounting Policies
Revenue Recognition, page F-28
25. Clarify when revenue derived from the sale of services is
initially recorded as deferred revenue (e.g is an upfront total
contract payment required).
26. Tell us your accounting basis for recognizing revenue from
fixed
price, long-term service or development contracts over the
contract
term based on the percentage of services that are provided during
the
period compared with the total estimated services to be provided
over
the entire contract. Refer to the accounting literature you are
relying upon for your accounting treatment.

Note 3. Rights and Technology, page F-33
27. Please clarify what you mean by "option agreement" related to
your software license and your basis for the accounting for an
option
agreement.  Disclose the terms of the agreement.
28. We noted that you acquired the software license on May 25,
2004
but did not incur amortization expense in the fiscal year ended
September 30, 2004. Please clarify your accounting treatment.

Pro Forma Consolidated Statements of Operations, page F-52
29. Please remove the Pro Forma information since it is not
relevant
in a recapitalization.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Sasha Parikh at (202) 551-3627 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Zafar Hasan at (202) 551-3653 or me at
(202)
551-3715 with any other questions.
      Sincerely,

      Jeffrey Riedler
   Assistant Director

cc:	Michael Taylor
	Lang Michener
	1500 Royal Centre
	1055 West Georgia Street
	Vancouver, British Columbia V6E 4N7
	Fax: (604) 685-7084

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