10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED DECEMBER 31, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Form 10-QSB

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 of small business issuer as specified in its charter)

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

Suite 5.18, 130 Shaftesbury Avenue, London, England WID 5EU
(Address of principal executive offices)

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

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. 30,623,660 shares of common stock as of February 13, 2007.

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

i


COLOURED (US) INC.

Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
December 31, 2006

INDEX

PART I – FINANCIAL INFORMATION 1
  Item 1. Financial Statements 1
  Item 2. Management’s Discussion and Analysis 2
  Item 3. Controls and Procedures 8
   
PART II – OTHER INFORMATION 9
  Item 1. Legal Proceedings 9
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
  Item 3. Defaults Upon Senior Securities 9
  Item 4. Submission of Matters to a Vote of Securities Holders 9
  Item 5. Other Information 9
  Item 6. Exhibits 9

ii


FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risk and uncertainty regarding our ability to achieve commercial levels of sales of our Coloured Mobile Games, our ability to successfully market our Coloured Mobile Games, our ability to continue development and upgrades to the Coloured Mobile Games and our mobile games technology, availability of funds, government regulations, common share prices, operating costs, capital costs and other factors. Forward-looking statements are made, without limitation, in relation to our operating plans, our liquidity and financial condition, availability of funds, operating costs and the market in which we compete. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our registration statement on Form SB-2, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2006, as amended, this quarterly report on Form 10-QSB, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I – FINANCIAL INFORMATION

Item 1.                Financial Statements

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

- 1 -


 

 

 

 

 

COLOURED (US) INC.

(dba CI Mobile Gaming)

(Formerly Emcor Holdings Inc.)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006

US FUNDS

UNAUDITED

 

 

 

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


Coloured (US) Inc.
 
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
US Funds

    December 31,     September 30,  
    2006     2006  
 ASSETS   (Unaudited)        
 Current            
   Cash $ 2,383   $  6,695  
   Accounts receivable   -     509  
   VAT receivable   3,781     3,490  
   Prepaids   5,250     -  
    11,414     10,694  
             
 Rights and Technology (Note 2)   13,062     14,981  
  $ 24,476   $  25,675  
             
             
 LIABILITIES            
 Current            
   Accounts payable $ 63,382   $  42,328  
   Accrued liabilities   42,127     30,787  
   Due to related parties (Note 6)   100,547     66,036  
    206,056     139,151  
 Commitment (Note 9)            
             
 STOCKHOLDERS’ DEFICIENCY            
 Capital Stock (Note 5)            
 Common Stock            
       Authorized: 100,000,000 shares with $0.001 par value            
Issued and outstanding: 30,623,660 ( September 30, 2006 –            
30,623,660)   30,624     30,624  
       Additional paid-in capital   3,465,485     3,465,485  
 Preferred stock            
       Authorized: 5,000,000 shares with $0.001 par value            
       Issued and outstanding: Nil   -     -  
 Accumulated Comprehensive Loss   (16,192 )   (13,139 )
 Deficit – Accumulated during the development stage   (3,661,497 )   (3,596,446 )
    (181,580 )   (113,476 )
  $ 24,476   $  25,675  
Going concern (Note 1)            

The accompanying notes are an integral part of these interim consolidated financial statements


Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Interim Consolidated Statements of Operations and Comprehensive Loss
US Funds (Unaudited)

                Cumulative  
                from  
                Incorporation  
    For the Three     For the Three     (May 2, 2003 )
    Months Ended     Months Ended     to  
    December 31,     December 31,     December 31,  
    2006     2005     2006  
General and Administrative Expenses                  
   Intellectual properties (Note 3) $  -   $  -   $  3,000,000  
   Consulting fees   33,065     5,498     129,059  
   Accounting and auditing   27,223     37,455     237,284  
   Rent   2,874     2,624     35,640  
   Amortization   2,611     2,332     17,150  
   Legal   2,506     20,647     86,066  
   Travel   557     -     6,805  
   Transfer agent fees   110     -     2,125  
   Salaries and wages   -     1,846     104,196  
   Office and miscellaneous   -     -     5,135  
   Information technology   -     1,244     19,937  
   Advertising   -     -     1,890  
   Filing fees (recovery)   (4,205 )   -     7,012  
Total General and Administrative Expenses   64,741     71,646     3,652,299  
Loss from Operations   (64,741 )   (71,646 )   (3,652,299 )
Other Income (Expense)                  
   Interest expense   (364 )   (1,861 )   (6,599 )
   Foreign exchange loss   (8 )   -     (2,875 )
   Miscellaneous income (expense)   62     (6 )   276  
Net Loss $  (65,051 ) $  (73,513 ) $  (3,661,497 )
                   
                   
Other Comprehensive Loss                  
   Foreign currency translation adjustment   (3,053 )   1,351     (16,192 )
Comprehensive Loss $  (68,104 ) $  (72,162 ) $  (3,677,689 )
                   
Weighted Average Shares Outstanding –                  
basic and diluted   30,623,660     17,677,660        
                   
Basic and Diluted Net Loss per Share $     $          
Comprehensive Loss per Share $  (0.00 ) $  (0.00 )      

The accompanying notes are an integral part of these interim consolidated financial statements



Coloured (US) Inc.
(dbas CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Interim Consolidated Statements of Cash Flows
US Funds               Cumulative  
(Unaudited)               From  
                Incorporation  
    For the Three     For the Three     (May 2, 2003 )
    Months Ended     Months Ended     To  
    December 31,     December 31,     December 31,  
    2006     2005     2006  
Operating                  
   Net Loss $  (65,051 ) $  (73,513 ) $  (3,661,497 )
   Items not involving an outlay of cash:                  
         Amortization   2,611     2,331     17,150  
         Shares for consulting services   -     -     6,816  
         Interest expense on promissory notes   -     1,457     2,429  
         Shares for intellectual properties   -     -     3,000,000  
   Changes in non-cash working capital items:                  
         Accounts receivable   509     -     -  
         VAT receivable   (291 )   -     (3,781 )
         Prepaid expense   (5,250 )   -     (5,250 )
         Accounts payable   21,054     39,953     63,382  
         Accrued liabilities   11,340     (13,656 )   29,492  
    (35,078 )   (43,427 )   (551,259 )
Investing                  
   Acquisition of rights and technology   -     -     (28,403 )
   Cash acquired on purchase of Emcor Holdings                  
           Inc.   -     -     127,705  
    -     -     99,302  
Financing                  
   Amounts due to related parties   34,511     1,770     100,547  
   Loan from related party   -     -     206,722  
   Convertible promissory note   -     1,000     1,000  
   Share issuances for cash   -     -     164,072  
    34,511     2,770     472,341  
Effect of exchange rate changes on rights and                  
         technology   (692 )   -     (1,809 )
Effect of exchange rate changes on cash   (3,053 )   1,351     (16,192 )
    (3,745 )   1,351     (18,001 )
                   
Net Increase (Decrease) in Cash   (4,312 )   (39,306 )   2,383  
Cash – Beginning   6,695     102,725     -  
Cash - Ending $  2,383   $  63,419   $  2,383  
Income Taxes Paid $  -   $  -   $  -  
Interest Paid $  -   $  -   $    

The accompanying notes are an integral part of these interim consolidated financial statements


Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2006 and 2005
US Funds
(Unaudited)

1.

Nature of Operations and Basis of Presentation

   

Coloured (US) Inc. (“the Company”) is targeting owners of mobile phones world-wide, typically in the age range of 14 – 25 years and intends to market its services via a two-channel strategy: the “Direct Users Strategy” and the “Partnership/Re-seller Strategy.” Under the direct users strategy the technology is offered to corporate clients with a customer base of mobile phone owners covering such operations as portals, media houses and TV channels. The partnership/re-seller strategy is focused on establishing a world-wide distribution network through agents who promote the electronic services utilising operators in their local markets. The objective of employing these strategies is to utilise channels that have the ability to reach high volumes of end customers.

   

Going Concern

   

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2006, the Company has a working capital deficiency of $194,642, an accumulated deficit of $3,661,497 and has incurred an accumulated operating cash flow deficit of $551,259 since incorporation. The Company intends to fund operations through future sales and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next fiscal year.

   

Thereafter, the Company will be required to seek additional funds, either through sales and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future private placement offerings.

   

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

   

Unaudited Interim Consolidated Financial Statements

   

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2006 included in the Company’s report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2006 are not necessarily indicative of the results that may be expected for the year ending September 30, 2007.

   


Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2006 and 2005
US Funds

2.

Rights and Technology

   

By option agreement dated May 25, 2004, the Company paid in 2004, $9,035 (GPB 5,000) for an option to acquire a software licence for the mobile platform known as ARTE. The agreed upon purchase price was $44,018 (GBP 25,000). On November 8, 2004, the Company exercised its option and signed an agreement to purchase the license for a reduced consideration of $19,368 (GBP 11,000), which was paid during the year ended September 30, 2005. The Company amortizes the software on a straight-line basis over the estimated useful life of three years as follows:


                  Net Book     Net Book  
                  Value     Value  
            Accumulated     December 31,     September 30,  
      Cost     Amortization     2006     2006  
                           
  Rights and Technology $  28,403   $  17,150   $  14,981   $  13,864  
  Effect of exchange rate changes on rights                        
  and technology   2,943     1,134     1,809     1,117  
                           
    $  31,346   $  18,284   $  13,062   $  14,981  

   
3.

Agency Exploitation Agreements and Intellectual Properties

     
a)

By agency exploitation agreement dated August 6, 2003, between the Company and the majority stockholder of the Company, the Company is allowed to use, deal with and exploit the intellectual property rights to use five text message based SMS (Short Messaging Service) software applications, called the “Colour Industry Technology”. On February 28, 2006, the Company purchased the intellectual property and the agency exploitation agreement was cancelled.

     

By agreement dated January 31, 2006, the Company acquired on February 28, 2006 the Colour Industry Technology by issuing 6,000,000 common shares. The value assigned was $1,500,000, being equal to the most recent share transaction of the Company of $0.25 per share. This amount was expensed, as it did not meet the criteria for capitalization as set out in SFAS No. 86.

     
b)

By letter of assignment of the agency exploitation agreement dated September 20, 2004 between the Company and a third party, the Company can exploit a technology that provides a location based mobile role-playing game using a SMS, called the “Mobile Warrior Technology”. On February 28, 2006, the Company purchased the intellectual property from a third party and the assignment of agency exploitation agreement was cancelled.

     

By agreement dated January 31, 2006, the Company acquired on February 28, 2006, from an unrelated third party, the Mobile Warrior Technology by issuing 6,000,000 common shares. The value assigned was $1,500,000 being equal to the most recent share transaction of the Company of $0.25 per share. This amount was expensed, as it does not meet the criteria for capitalization as set out in SFAS No. 86.

     
     
4.

Convertible Promissory Notes Payable

     
a)

During the year ended September 30, 2005, the Company received $85,000 in cash by issuing a promissory note to an unrelated third party. The note bore interest at the US bank prime rate and the note and interest was payable on demand. On February 28, 2006, a total of $2,910 in interest was settled.



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2006 and 2005
US Funds

4.

Convertible Promissory Notes Payable (continued)

       
b)

During the year ended September 30, 2006, the Company received $1,000 in cash by issuing a promissory note to an unrelated third party. The note bore interest at the US bank prime rate and the note and interest was payable on demand. On February 28, 2006, a total of $24 in interest was settled.

       

By agreements dated February 28, 2006, the Company entered into debt conversion agreements whereby the Company agreed to issue 344,000 common shares valued at $0.25 per share in full settlement of the $86,000 promissory notes payable plus related interest.

       
       
5.

Capital Stock

       

The Company’s capitalization is 5,000,000 common shares with a par value of $0.001 per share.

       

There were no warrants or stock options granted during the year ended September 30, 2006 and none were outstanding as at December 31, 2006.

       
       
6.

Related Party Balances and Transactions

       

Related party transactions not disclosed elsewhere in these financial statements are as follows:

       
a)

The amounts due to related parties of $100,547 (September 30, 2006 - $66,036) are non-interest bearing and due on demand. Included in amounts due to related parties are $27,122 (September 30, 2006 - $25,924) owing to a corporate shareholder, $96 (September 30, 2006 - $92) owing to the Managing Director, $7,584 (September 30, 2006 - $7,249) and $17,632 (September 30, 2006 - $14,045) owing to two separate companies with directors in common with a corporate shareholder of the Company, and $48,113 (September 30, 2006 - $18,726) owing to a company with an officer in common with a corporate shareholder of the Company.

       
b)

During the three months ended December 31, 2006, the Company paid or accrued the following fees:

       
i)

$2,874 (December 31, 2005 - $2,624) for rent to a company with a director in common with a corporate shareholder of the Company; and

       
ii)

$29,387 (December 31, 2005 - $Nil) for consulting services to a company with an officer in common with a corporate shareholder of the Company.

       

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

       
       
7.

Income Taxes

       

The Company has incurred non-capital losses for UK tax purposes of approximately $390,000, which may be carried forward indefinitely and used to reduce taxable income of future years. The Company has accumulated net operating losses for U.S. federal income tax purposes of approximately $490,000 which may be carried forward until 2026 and used to reduce taxable income of future years. In addition, the Company has $2,833,000 of intellectual property costs deductible for tax purposes at $200,000 per year.

       

Details of future income tax assets:



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
December 31, 2006 and 2005
US Funds

7.

Income Taxes (continued)


      December 31,     September 30,  
  Future income tax assets:   2006     2006  
           Net operating losses $  878,000   $  763,000  
           Intellectual property costs deductible for tax   2,833,000     2,883,000  
                purposes            
      3,711,000     3,646,000  
           Effective US and UK corporate tax rates   32%     32%  
           Future income tax asset   1,187,520     1,167,000  
           Valuation allowance   (1,187,520 )   (1,167,000 )
    $  -   $  -  

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

   
   
8.

Segmented Information

   

Details on a geographic basis as at December 31, 2006 are as follows:


      Western              
      Europe     U.S.A.     Total  
  Assets $  17,862   $  6,614   $  24,476  
  Net Loss for the three months ended December                  
  31, 2006 $  (18,943 ) $  (46,108 ) $  (65,051 )

Details on a geographic basis as at September 30, 2006 are as follows:

      Western              
      Europe     U.S.A.     Total  
  Assets $  18,793   $  6,882   $  25,675  
  Net Loss for the three months ended December                  
  31, 2006 $  (73,292 ) $  (3,227,069 ) $  (3,300,361 )

   
9.

Commitment

   

By agreement dated August 1, 2006, the Company entered into a one-year Consulting Agreement with a related company that has an officer in common with a corporate shareholder of the Company. The monthly payments for general consulting services is $9,326 (GBP 5,000) for a minimum of one year beginning on the agreement date above. At December 31, 2006, $48,113 (GBP25,000) was accrued (Note 6a). This agreement will automatically renew on a month-to-month basis with the same terms and conditions. At any time after August 1, 2007, either party may terminate this agreement with one month’s advance written notice.

   


Item 2.                Management’s Discussion and Analysis

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended December 31, 2006 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three months ended December 31, 2006.

Overview of Our Business

We were incorporated on April 5, 2005 under the laws of the State of Nevada. We carry out our business operations through our wholly owned subsidiary, Coloured Industry Limited ("Coloured UK"), located in the United Kingdom. Our principal executive office is located at Suite 5.18, 130 Shaftesbury Avenue, London, England, W1D 5EU. Our telephone number is +44(0)20 7031 1189 and our fax number is +44(0)20 7031 1199.

We are the owner of six mobile games designed to be played on GSM-network mobile phones using the Short Message Service (“SMS”) features of these phones. The SMS short message service refers to an industry adopted standard for sending and receiving text messages to and from mobile telephones and other mobile devices. Our games are played entirely via regular text messages sent back and forth between players via the servers on which our games are stored. Text messages are relatively short and easily translated into virtually any language.

All of our games are multi-player games which allow players to interact with and play against others located in the player’s vicinity. And all of our games support optional value-added features such as location-based services (LBS) where the actual location of each player has an effect of the outcome, and Multimedia Messaging Services (MMS) which facilitates the inclusion of graphics in each text message. Players send their commands to our server by way of text message. Our server receives the messages, integrates the commands within the context of the game being played, and automatically sends responses by text message to each player. Three of our games will utilize support from our website, where players may check their individual playing statistics, view high scores and get tips and strategies on improving their skills. Our mobile games may also be played without the LBS feature for networks which do not support it.

The primary target market for our games are teenage and young adult mobile phone users. Our games have been designed with the objective that they are quick to learn, enjoyable to play and may be played in a relatively short period of time over many sessions. Text messages are relatively short and easily translated into a variety of languages for distribution into major foreign language markets. Each of our games has been fully developed and is ready for commercial deployment. We plan further developments to these games as our future resources permit. Specifically, we plan to develop software, which players may choose to download onto mobile phones which support the technology, that will enable our games to integrate more advanced graphics and video into our games in a way that will further increase their playability.

We intend to market and distribute our games through a number of different “gateway owners”, or companies that sell mobile phone products and services to the general public. Gateway owners include wireless network providers (such as Vodafone, Orange, T-Mobile, Sprint), Internet portals (MSN and Lycos) and media companies that publish or distribute products in which mobile services are generally advertised (Bertelsmann and Bonnier). To assist us in marketing our games to these gateway owners, we have established and intend to build relationships with various agents and resellers located in Europe, America and Asia whom we intend to partner with to distribute our games worldwide. We intend to expand our dealings to include gateway owners in North America and eventually South America and

- 2 -


Australasia. Each of these regions has shown growth in the use of text-messaging among mobile phone users in recent years.

We have not earned revenues to date. Our plan of operations is, as described below, to partner with gateway owners, either directly or indirectly through third party resellers, in the marketing and distribution of our mobile games.

Plan Of Operations

We plan to exploit our mobile games in their present form. While our strategy in each geographic market will vary according to a number of factors including the maturity of the local mobile gaming market and the telecom infrastructure available, our overall objective is to establish greater awareness of our mobile games in each marketplace in order to generate initial revenues. We plan to achieve this objective by undertaking sales and marketing campaigns in each market directed at local gateway owners. We will also continue creating relationships with strategic partners/resellers in different markets where we have few direct contacts. We also anticipate proceeding with the continued enhancement of our mobile games with a view to increasing their features and functionality.

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

1.

We plan to intensify our sales and marketing efforts for our applications and games with the objective of securing sales to gateway owners and entering into further agreements with resellers. We anticipate that marketing activities will be carried throughout the course of the next twelve months. We anticipate that we will spend approximately $7,000 per month on sales and marketing activities during the next twelve months, for a total anticipated expenditure of $84,000.

   
2.

We anticipate spending approximately $20,000 over the next twelve months on the development of new features for our mobile games, which may include one or more of those as outlined in our registration statement on Form SB-2, as filed with the SEC, under the heading "Current Status Development and Future Plans".

   
3.

We anticipate spending approximately $2,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $24,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of rent and office services, technical support and hosting services and general office expenses.

   
4.

We anticipate spending approximately $40,000 in complying with our obligations as a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of our financial statements and completing our annual report, quarterly report, current report and proxy statement filings with the SEC.

We had cash of $2,383 and working capital deficit of $194,642 as at December 31, 2006. Our planned expenditures over the next twelve months in the amount of $168,000 will exceed our current cash reserves and working capital. As a result, we anticipate that we will require financing in the amount of approximately $370,000 in order to carry out our plan of operations for the next twelve months and to cover our working capital deficit. We have not completed any financings since December 31, 2006 and need immediate financing in order for us to continue our operations.

During the twelve month period following the date of this quarterly report, we anticipate that we will not generate revenues that exceed our operating costs. We anticipate based on our current cash and working capital and our planned expenses that we will be able to continue our plan of operations for three more months without additional financing. We believe that we will require substantial additional financing in order to commercialize our mobile games in order to earn revenues that exceed our operating expenses.

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We believe that debt financing from third parties will not be an alternative for funding of our planned activities as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or sales of convertible promissory notes that are convertible into shares of our common stock. We may also seek to obtain additional financing in the forms of loans from our principal shareholders, although none of our shareholders have committed to advance any shareholder loans to us. If we do not obtain the necessary additional financing, we will be forced to abandon our plan of operations and our business activities.

Presentation Of Financial Information

Effective September 30, 2005, we acquired 100% of the issued and outstanding shares of Coloured UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of Coloured UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of Coloured UK owning the majority of our issued and outstanding shares. Because Emcor Holdings Inc. (now Coloured (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by Coloured UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of Coloured (US) Inc. are included in our consolidated financial statements effective September 30, 2005. Our date of inception is the date of inception of Coloured UK, being May 2, 2003, and our financial statements are presented with reference to the date of inception of Coloured UK. Financial information relating to periods prior to September 30, 2005 is that of Coloured UK.

Critical Accounting Policies

Development Stage Company

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

Revenue Recognition

We recognize revenue when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable and collection is reasonably assured. Upfront contract payments received from the sale of services not yet earned are initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.

Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.

Foreign Currency Translations

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

(i)

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

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(ii)

equity at historical rates; and

   
(iii)

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

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

Results Of Operations – Three months ended December 31, 2006 and 2005

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

                Cumulative  
                from  
                Incorporation  
    For the Three     For the Three     (May 2, 2003 )
    Months Ended     Months Ended     to  
    December 31,     December 31,     December 31,  
    2006     2005     2006  
    (Unaudited)     (Unaudited)     (Unaudited)  
General and Administrative Expenses                  
     Intellectual properties (Note 3) $  -   $  -   $  3,000,000  
     Consulting fees   33,065     5,498     129,059  
     Accounting and auditing   27,223     37,455     237,284  
     Rent   2,874     2,624     35,640  
     Amortization   2,611     2,332     17,150  
     Legal   2,506     20,647     86,066  
     Travel   557     -     6,805  
     Transfer agent fees   110     -     2,125  
     Salaries and wages   -     1,846     104,196  
     Office and miscellaneous   -     -     5,135  
     Information technology   -     1,244     19,937  
     Advertising   -     -     1,890  
     Filing fees (recovery)   (4,205 )   -     7,012  
Total General and Administrative                  
Expenses   64,741     71,646     3,652,299  
Loss from Operations   (64,741 )   (71,646 )   (3,652,299 )
Other Income (Expense)                  
     Interest expense   (364 )   (1,861 )   (6,599 )
     Foreign exchange loss   (8 )   -     (2,875 )
     Miscellaneous income (expense)   62     (6 )   276  
Net Loss for the Period $  (65,051 ) $  (73,513 ) $  (3,661,497 )

Revenue

We have not generated revenues from sales of our Coloured mobile games to date.

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Intellectual Property

We did not incur any expenses on any intellectual property during the first three months of fiscal 2007. We have determined that the cost of the intellectual property purchased during our fiscal 2006 does not meet the criteria for capitalization as set out in SFAS No. 86.

Consulting Fees

Consulting Fees are primarily comprised of consulting fees that we pay to Debondo Capital Limited on account of consulting services.

Our consulting fees increased significantly to $33,065 for the first three months of fiscal 2007 compared to $5,498 for the first three months of fiscal 2006, which increase reflects the consulting agreement that we entered into with Debondo Capital on August 1, 2006.

Accounting and Auditing

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

Accounting and auditing expenses decreased during the first three months of fiscal 2007 compared to the first three months of fiscal 2006 as a result of the completion of our audited annual and unaudited interim financial statements prepared in connection with the filing of a registration statement with the SEC during fiscal 2006. Current accounting and auditing expenses are attributable to compliance by us with our reporting obligations under the Securities Exchange Act of 1934.

Rent

Our rent expense is attributable to amounts paid to Azuracle on account of our rent of share office premises in London, England. Our rent expenses increased to $2,874 for the first three months of fiscal 2007 compared to $2,624 for the first three months of fiscal 2006. The minor increase resulted from an increase in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

Amortization

We incurred $2,611 in amortization expenses for the first three months of fiscal 2007 compared to $2,332 for the first three months of fiscal 2006 as a result of our commencing the amortization of the server and software platform we needed to host and operate the Coloured Mobile Games (excluding Mobile Warrior, which is hosted by agreement with TrackWell). We purchased the server and platform in 2005, and it was slated to be amortized over a three year period.

Legal

Legal expenses are attributable to legal fees paid to our legal counsel in connection with the Company’s statutory obligations as a reporting company under the Securities Exchange Act of 1934 including the preparations and filings of our quarterly reports with the SEC.

Travel

We incurred $557 in travel and expenses during the first three months of fiscal 2007 compared to $nil during the first three months of fiscal 2006.

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Transfer Agent Fees

We incurred $110 in transfer agent fees during the first three months of fiscal 2007 with respect to issuance of shares to our stockholders.

Salaries and Wages

Salaries and wages are primarily comprised of salary paid to Lars Brannvall, our sole executive officer and employee. Effective October 1, 2005, Mr. Brannvall has agreed not to take any salary until such time as we secure an arrangement with a gateway owner to provide our Coloured mobile games which has the potential to generate earnings for us.

Our salaries and wages decreased to $nil for the first three months of fiscal 2007 compared to $1,846 for the first three months of fiscal 2006. The decrease in salaries and wages for the first three months of fiscal 2007 compared to the first three months of fiscal 2006 resulted primarily from Mr. Brannvall ceasing to draw a salary from us since October 2005.

Information Technology

Due to the completion of our website design services as described in our registration statement on Form SB-2 as filed with the SEC under this same heading, we did not incur any expenses on office and information technology.

Loss from Operations

Our loss for the first three months of fiscal 2007 decreased slightly from the first three months of fiscal 2006 as a result of the decrease in our operating expenses.

Liquidity And Capital Resources

We had cash of $2,383 and working capital deficit of $194,642 as at December 31, 2006, compared to cash of $6,695 and a working capital deficiency of $128,457 as at September 30, 2006.

Plan of Operations

We estimate that our total expenditures over the next twelve months will be approximately $168,000, as outlined above under the heading “Plan of Operations”. We anticipate that our cash and working capital will not be sufficient to enable us to undertake our plan of operations over the next twelve months without our obtaining additional financing. We presently require immediate financing in order that we have the cash necessary for us to continue our operations. We anticipate that we will require additional financing in the approximate amount of $370,000 in order to enable us to sustain our operations for the next twelve months.

Cash used in Operating Activities

We used cash of $35,078 in operating activities during the first three months of fiscal 2007 compared to cash used of $43,427 in operating activities during the first three months of fiscal 2006.

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

Cash from Investing Activities

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

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Cash from Financing Activities

We generated cash of $34,511 from financing activities during the first three months of fiscal 2007 compared to cash of $2,770 generated from activities during the first three months of fiscal 2006.

Going Concern

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

Future Financings

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

Off-Balance Sheet Arrangements

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

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Lars Brannvall. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the “SEC”).

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

During the fiscal quarter ended December 31, 2006, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended December 31, 2006.

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

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(a)

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

   
(b)

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

   
(c)

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

PART II – OTHER INFORMATION

Item 1.                Legal Proceedings

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

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

We did not complete any sales of securities without registration under the Securities Act of 1933 during the quarter ended December 31, 2006.

Item 3.                Defaults Upon Senior Securities

None.

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

No matters were submitted to our security holders for a vote during the three months ended December 31, 2006.

Item 5.                Other Information

None

Item 6.                Exhibits

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

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

 

3.2(1)  

Certificate of Amendment to Articles of Incorporation

   

 

3.3(1)  

By-Laws

   

 

5.1(1)

Opinion of Lang Michener LLP, with consent to use, regarding the legality of the securities being registered

   

 

10.1(1)

Agency Exploitation Agreement dated March 31, 2003, between The Mobile Warrior Technology Partnership LLP and LDC Network Limited

   

 

10.2(1)

Letter Agreement dated effective April 2, 2004, between LDC Network Limited and Coloured UK

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Exhibit    
Number   Description of Exhibit
     
10.3(1)

Agency Exploitation Agreement dated August 6, 2003, between The Coloured Industry Technology Partnership and Coloured UK

   

 

10.4(1)

Employment Agreement between Coloured UK and Lars Brannvall dated August 6, 2003

   

 

10.5(1)  

Loan Agreement dated October 8, 2003, between Coloured UK and CII

   

 

10.6(1)  

Debt Settlement Agreement dated April 26, 2005, between Coloured UK and CII

   

 

10.7(1)

Share Exchange Agreement dated May 23, 2005, as amended, among Emcor Holdings Inc., Coloured UK and the stockholders of Coloured UK

   

 

10.8(1)

Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and CII (Coloured Mobile Games)

   

 

10.9(1)

Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and ABS Capital (Mobile Warrior Game)

   

 

10.10(1)

Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and CISA Holdings APS

   

 

10.11(1)

Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons

   

 

10.12(1)

Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP

   

 

10.13(1)

Termination and Release Agreement dated February 28, 2006, among Coloured UK and The Mobile Warrior Technology Partnership LLP

   

 

10.14(1)

Debenture Agreement dated October 8, 2003 between Coloured UK and CII evidencing The indebtedness of Coloured UK under the Loan Agreement

   

 

10.15(1)

Service Agreement dated August 4, 2004, between Coloured UK and Outlander Management

   

 

10.16(1)

Reseller Agreement dated February 19, 2004, between Coloured UK and Mtertainment Korea covering the territory of Asia, with exclusivity in Singapore

   

 

10.17(1)

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

   

 

10.18(1)

Worldwide Reseller Agreement dated February 20, 2004, between Coloured UK and Mocondi Ltd.

   

 

10.19(1)

Reseller Agreement dated March 13, 2004, between Coloured UK and Mobiletones Asia Pte Ltd. covering the territory of Asia, excluding Singapore

   

 

10.20(1)

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

   

 

10.21(1)

Reseller Agreement dated April 19, 2004, between Coloured UK and Mobilkraft covering the territory of Sweden

   

 

10.22(1)

Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic

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Exhibit    
Number   Description of Exhibit
     
10.23(1)

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

   

 

10.24(1)

Worldwide Reseller Agreement dated December 12, 2004, between Coloured UK and Tracebit Ltd

   

 

10.25(1)

Reseller Agreement dated December 22, 2004, between Coloured UK and Mobile Minds covering the territory of Hungary, Slovakia, Czech Republic and Pakistan

   

 

10.26(1)

Reseller Agreement dated February 3, 2005, between Coloured UK and iTech Solutions India PVT Ltd covering the territory of India and the Indian Subcontinent

   

 

10.27(1)

Subscription agreement between the Company and Sharon Cocker dated April 8, 2005 relating to the Company’s private offering of 500,000 shares

   

 

10.28(1)

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

   

 

10.29(1)

Administration Agreement dated July 1, 2005 between Coloured UK and Azuracle Limited

   

 

10.30(1)

Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK

   

 

10.31(1)

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

   

 

10.32(1)

Form of subscription agreement relating to the Company’s March 13, 2006 private offering of 202,000 common shares at $0.25 per share

   

 

10.33(2)

Consulting agreement dated August 1, 2006 between the Company and DeBondo Capital Limited

   

 

31.1(3)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

 

32.1(3)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the sarbanes-oxley act of 2002


(1)

Filed as an exhibit to the original registration statement on Form SB-2 filed with the Securities and Exchange Commission on April 24, 2006.

   
(2)

Filed as an exhibit to this annual report on Form 10-KSB filed with the Securities and Exchange Commission on January 4, 2007.

   
(3)

Filed as an exhibit to this quarterly report on Form 10-QSB.

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SIGNATURES

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

  COLOURED (US) INC.  
       
       
       
  By: /s/ Lars Brannvall  
    Lars Brannvall  
    Chief Executive Officer and Chief Financial Officer  
       
    Date: February 14, 2007  

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