10KSB/A 1 form10ksba.htm AMENDMENT NO. 1 TO ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Coloured (US) Inc. - Form 10KSB/A

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

Amendment No. 1
FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to ______
Commission File Number: 000-52140

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

NEVADA N/A
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
Suite 3.19, 130 Shaftesbury Avenue, London,  
England WID 5EU
(Address of principal executive offices) (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class Name of each exchange on which registered
Not Applicable Not Applicable

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value
(Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

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 issuer’s revenues for its most recent fiscal year. $Nil

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $4,507,058.80 as at December 20, 2007.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

38,648,660 shares of common stock as of January 11, 2008.

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


EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB hereby amends the Company’s original Annual Report on Form 10-KSB for the year ended September 30, 2007, originally filed with the Securities and Exchange Commission on January 15, 2008 (the “Original Form 10-KSB”), in order to include a revised report of our independent public accountants, Dale Matheson Carr-Hilton LeBonte LLP, Chartered Accountants, dated January 11, 2008, on our financial statements for the year ended September 30, 2007. The report of Dale Matheson Carr-Hilton LeBonte LLP, Chartered Accountants included with the Original Form 10-KSB was inadvertently dated January 11, 2007 instead of the correct date of January 11, 2008. There are no other amendments to our Original Form 10-KSB or the financial statements included with the Original Form 10-KSB.

- 2 -



Item 7. Financial Statements

The following unaudited condensed consolidated interim financial statements of Coloured (US) Inc. (the “Company”) are included in this Amendment No. 1 annual report on Form 10-KSB:

  Page
Report of Independent Registered Public Accounting Firm F-1
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as at September 30, 2007 and 2006 F-3
Consolidated Statements of Changes in Stockholders’ Deficiency for the period from incorporation (May 2, 2003) to September 30, 2007 F-4
Consolidated Statements of Operations for the years ended September 30, 2007 and 2006 and for the period from incorporation (May 2, 2003) to September 30, 2007 F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2007 and 2006 and for the period from incorporation (May 2, 2003) to September 30, 2007 F-7
Notes to Consolidated Financial Statements F-8

 

- 3 -


COLOURED (US) INC.

(dba CI Mobile Gaming)

(Formerly Emcor Holdings Inc.)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007 and 2006

US FUNDS

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Coloured (US) Inc.

We have audited the accompanying consolidated balance sheet of Coloured (US) Inc. (a development stage company) as of September 30, 2007 and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the year then ended and the period from May 2, 2003 (inception) through September 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements as September 30, 2006 and for the period from May 2, 2003 (inception) to September 30, 2006 were audited by other auditors whose report dated November 2, 2006 included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The consolidated financial statements for the period May 2, 2003 (inception) through September 30, 2006 reflect a total loss of $3,596,446 of the related cumulative totals. Our opinion, insofar as it relates to amounts included for such periods, is based solely on the report of such other auditors.

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

In our opinion, based on our audit report and the report of other auditors, these consolidated financial statements present fairly, in all material respects, the financial position of Coloured (US) Inc. as of September 30, 2007 and the results of its operations and its cash flows for the year then ended and the period from May 2, 2003 (inception) through September 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DMCL”                                               

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada
January 11, 2008

F-1



Report of Independent Registered Public Accounting Firm
 
 
To the Stockholders of Infrablue (US) Inc.:

We have audited the accompanying consolidated balance sheets of Infrablue (US) Inc. (the “Company”) as at September 30, 2006 and 2005 and the related consolidated statements of changes in stockholders’ deficiency, operations and cash flows for each of the years ended September 30, 2006 and 2005 and the period from incorporation (February 18, 2004) to September 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions of the Company as at September 30, 2006 and 2005, and the results of its operations and its cash flows for each of the years ended September 30, 2006 and 2005 and the period from incorporation (February 18, 2004) to September 30, 2006, in conformity with United States generally accepted accounting principles.

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

"STALEY, OKADA & PARTNERS"

Vancouver, B.C., Canada STALEY, OKADA & PARTNERS
November 2, 2006 CHARTERED ACCOUNTANTS

F-2



Coloured (US) Inc. Statement 1
(dba CI Mobile Gaming)  
(Formerly Emcor Holdings Inc.)  
(A Development Stage Company)  
Consolidated Balance Sheets  
US Funds  

    September 30,     September 30,  
 ASSETS   2007     2006  
 Current            
   Cash $  6,311   $  6,695  
   Accounts receivable   -     509  
   VAT receivable   403     3,490  
   Prepaids   2,624     -  
    9,338     10,694  
             
 Rights and Technology (Note 3)   5,463     14,981  
  $  14,801   $  25,675  
             
             
 LIABILITIES            
 Current            
   Accounts payable $  130,245   $  42,328  
   Accrued liabilities   40,658     30,787  
   Due to related parties (Note 5)   202,344     66,036  
    373,247     139,151  
             
 Loan Payable (Note 7)   32,425     -  
    405,672     139,151  
             
 STOCKHOLDERS’ DEFICIENCY            
 Capital Stock (Note 6)            
 Common Stock            
       Authorized: 100,000,000 shares with $0.001 par value            
       Issued: 30,648,660 (September 30, 2006 – 30,623,660)   30,649     30,624  
       Additional paid-in capital   3,471,710     3,465,485  
 Preferred stock            
       Authorized: 5,000,000 shares with $0.001 par value            
       Issued: Nil   -     -  
 Accumulated Comprehensive Loss   (20,812 )   (13,139 )
 Deficit – Accumulated during the development stage   (3,872,418 )   (3,596,446 )
    (390,871 )   (113,476 )
  $  14,801   $  25,675  

Contingency (Note 1)
Commitments (Notes 5 and 11)
Subsequent Event (Note 12)

The accompanying notes are an integral part of these consolidated financial statements
F-3



Coloured (US) Inc. Statement 2
(dba CI Mobile Gaming)  
(Formerly Emcor Holdings Inc.)  
(A Development Stage Company)  
Consolidated Statements of Changes in Stockholders’ Deficiency  
US Funds  

                      Deficit              
                      Accumulated              
                Additional     During the     Accumulated     Total  
    Common Stock     Paid-in     Development     Comprehensive     Stockholders'  
    Shares     Amount     Capital     Stage     Loss     Deficiency  
 Shares issued for cash at $0.33 per                                    
     share - May 2, 2003   6   $  1   $  1   $  -   $  -   $  2  
 Loss for the year   -     -     -     (13,421 )   -     (13,421 )
 Foreign currency translation                                    
     adjustment   -     -     -     -     (391 )   (391 )
                                     
Balance - September 30, 2003   6     1     1     (13,421 )   (391 )   (13,810 )
 Stock split – April 30, 2004   569     -     -     -     -     -  
 Shares issued for cash at $0.003                                    
     per share – December 22, 2003   2,874,365     2,875     6,018     -     -     8,893  
 Shares issued for cash at $0.003                                    
     per share – April 30, 2004   1,466,220     1,466     3,211     -     -     4,677  
 Shares issued for consulting at                                    
     $0.003 per share – August 26,                                    
     2004   939,139     939     2,008     -     -     2,947  
 Loss for the year   -     -     -     (144,692 )   -     (144,692 )
 Foreign currency translation                                    
     adjustment   -     -     -     -     (2,175 )   (2,175 )
                                     
Balance - September 30, 2004   5,280,299     5,281     11,238     (158,113 )   (2,566 )   (144,160 )
 Shares issued for consulting at                                    
     $0.003 per share – November 17,                                    
     2004   234,790     235     545     -     -     780  
 Shares issued for consulting at                                    
     $0.003 per share – March 9, 2005   234,791     235     545     -     -     780  
 Shares issued for consulting at                                    
     $0.033 per share – April 26, 2005   68,999     68     2,241     -     -     2,309  
 Shares issued for debt at $0.033                                    
     per share – April 26, 2005   6,181,121     6,181     200,541     -     -     206,722  
 Loss for the year   -     -     -     (137,972 )   -     (137,972 )
 Foreign currency translation                                    
     adjustment   -     -     -     -     (6,517 )   (6,517 )
                                     
Balance - September 30, 2005                                    
 - Issued before acquisition   12,000,000     12,000     215,110     (296,085 )   (9,083 )   (78,058 )
 Acquisition of Coloured Industry                                    
       Limited                                    
 - Recapitalization - September 30,                                    
       2005 (Note 1)   5,677,660     5,678     23,887     -     -     29,565  
                                     
Balance - September 30, 2005                                    
 - Issued post acquisition   17,677,660   $  17,678   $  238,997   $  (296,085 ) $  (9,083 ) $  (48,493 )

The accompanying notes are an integral part of these consolidated financial statements
F-4



Coloured (US) Inc. Statement 2 - Continued
(dba CI Mobile Gaming)  
(Formerly Emcor Holdings Inc.)  
(A Development Stage Company)  
Consolidated Statements of Changes in Stockholders’ Deficiency Continued
US Funds

                      Deficit              
                      Accumulated              
                Additional     During the     Accumulated     Total  
    Common Stock     Paid-in     Development     Comprehensive     Stockholders'  
    Shares     Amount     Capital     Stage     Loss     Deficiency  
 Balance Forward - September 30,                                    
     2005                                    
   - Issued post acquisition   17,677,660   $  17,678   $  238,997   $  (296,085 ) $  (9,083 ) $  (48,493 )
 Shares issued in exchange for debt                                    
     at $0.25 per share – February 28,                                    
     2006   340,000     340     87,570     -     -     87,910  
 Shares issued in exchange for debt                                    
     at $0.25 per share – February 28,                                    
     2006   4,000     4     1,020     -     -     1,024  
 Shares issued for Colour Industry                                    
     Technology at $0.25 per share –                                    
     February 28, 2006 (Note 4a)   6,000,000     6,000     1,494,000     -     -     1,500,000  
 Shares issued for Mobile Warrior                                    
     Technology at $0.25 per share –                                    
     February 28, 2006 (Note 4b)   6,000,000     6,000     1,494,000     -     -     1,500,000  
 Shares issued for cash at $0.25 per                                    
     share – March 9, 2006   202,000     202     50,298     -     -     50,500  
   Shares issued for cash at $0.25                                    
       per share – June 23, 2006   200,000     200     49,800     -     -     50,000  
 Shares issued for cash at $0.25 per                                    
     share – July 3, 2006   200,000     200     49,800     -     -     50,000  
 Loss for the year   -     -     -     (3,300,361 )   -     (3,300,361 )
 Foreign currency translation                                    
     adjustment   -     -     -     -     (4,056 )   (4,056 )
                                     
Balance – September 30, 2006   30,623,660     30,624     3,465,485     (3,596,446 )   (13,139 )   (113,476 )
 Shares issued for consulting at                                    
       $0.25 per share – April 20, 2007   25,000     25     6,225     -     -     6,250  
                                     
Loss for the year   -     -     -     (275,972 )   -     (275,972 )
Foreign currency translation                                    
   adjustment   -     -     -     -     (7,673 )   (7,673 )
                                     
Balance – September 30, 2007   30,648,660   $  30,649   $  3,471,710   $  (3,872,418 ) $  (20,812 ) $  (390,871 )

The accompanying notes are an integral part of these consolidated financial statements
F-5



Coloured (US) Inc. Statement 3
(dba CI Mobile Gaming)  
(Formerly Emcor Holdings Inc.)  
(A Development Stage Company)  
Consolidated Statements of Operations  
US Funds  

                Cumulative  
                From  
                Incorporation  
    For the     For the     May 2, 2003  
    Year Ended     Year Ended     to  
    September 30,     September 30,     September 30,  
    2007     2006     2007  
General and Administrative Expenses                  
 Accounting and auditing $  82,287   $  136,503   $  292,348  
 Advertising   -     -     1,890  
 Amortization   10,500     9,605     25,039  
 Consulting fees   128,768     34,697     224,762  
 Filing fees (recovered)   (1,629 )   11,217     9,588  
 Information technology   3,411     3,567     23,348  
 Intellectual properties (Note 4)   -     3,000,000     3,000,000  
 Investor relations   18,250     -     18,250  
 Legal   14,414     82,635     97,974  
 Office and miscellaneous   -     41     5,135  
 Rent   11,815     10,806     44,581  
 Salaries and wages   -     1,900     104,196  
 Transfer agent fees   390     2,015     2,405  
 Travel   -     -     6,248  
Total General and Administrative Expenses   268,206     3,292,986     3,855,764  
Loss from Operations   (268,206 )   (3,292,986 )   (3,855,764 )
Other Income (Expense)                  
 Interest expense   (1,245 )   (4,508 )   (7,480 )
 Foreign exchange loss   (6,521 )   (2,867 )   (9,388 )
 Miscellaneous income   -     -     214  
Net Loss $  (275,972 ) $  (3,300,361 ) $  (3,872,418 )
                   
Loss per Share – Basic and Diluted $  (0.01 ) $  (0.13 )      
                   
Weighted Average Shares Outstanding   30,634,824     25,131,430        
Comprehensive Loss                  
 Net Loss $  (275,972 ) $  (3,300,361 ) $  (3,872,418 )
 Foreign currency translation adjustment   (7,673 )   (4,056 )   (20,812 )
Total Comprehensive Loss $  (283,645 ) $  (3,304,417 ) $  (3,893,230 )

The accompanying notes are an integral part of these consolidated financial statements
F-6



Coloured (US) Inc. Statement 4
(dba CI Mobile Gaming)  
(Formerly Emcor Holdings Inc.)  
(A Development Stage Company)  
Consolidated Statements of Cash Flows  
US Funds  

              Cumulative  
                From  
                Incorporation  
    For the     For the     May 2, 2003  
    Year Ended     Year Ended     to  
    September 30,     September 30,     September 30,  
    2007     2006     2007  
Operating                  
 Net Loss $  (275,972 ) $  (3,300,361 ) $  (3,872,418 )
 Items not involving an outlay of cash:                  
     Amortization   10,500     9,605     25,039  
     Shares for consulting services   6,250     -     13,066  
     Interest expense on promissory notes   -     2,429     2,429  
     Shares for intellectual properties   -     3,000,000     3,000,000  
   Changes in non-cash working capital items:                  
     Accounts receivable   509     (509 )   -  
     VAT receivable   3,087     (3,490 )   (403 )
     Prepaid expense   (2,624 )   -     (2,624 )
     Accounts payable   87,917     42,084     130,245  
     Accrued liabilities   9,871     (24,192 )   28,023  
    (160,462 )   (274,434 )   (676,643 )
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   136,308     32,077     202,344  
 Loan from related party   -     -     206,722  
 Loan proceeds   32,425     -     32,425  
 Convertible promissory note   -     1,000     1,000  
 Share issuances for cash   -     150,500     164,072  
    168,733     183,577     606,563  
Effect of foreign currency translation on rights                  
         and technology   (982 )   (1,117 )   (2,099 )
Effect of exchange rate changes on cash   (7,673 )   (4,056 )   (20,812 )
    (8,655 )   (5,173 )   (22,911 )
                   
Change in Cash   (384 )   (96,030 )   6,311  
Cash – Beginning   6,695     102,725     -  
Cash – Ending $  6,311   $  6,695   $  6,311  
Cash paid for Income Taxes $  -   $  -   $  -  
Cash paid for Interest $  -   $  (95 ) $  (95 )

See Note 10 for the supplemental schedule of non-cash investing and financing transactions.

The accompanying notes are an integral part of these consolidated financial statements
F-7



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

1.

Basis of Presentation

Organization

Coloured (US) Inc. (the “Company” or "Emcor") was incorporated on April 5, 2005 under the laws of the State of Nevada, under the name of Emcor Holdings Inc. Effective September 30, 2005, the Company completed a Share Exchange Agreement (“Agreement”) with Coloured Industry Limited (“Coloured”). Coloured, a technology and marketing company headquartered in London, England, was incorporated on May 2, 2003. Pursuant to the Agreement, the Company agreed to issue to the shareholders of Coloured 12,000,000 common shares in exchange for 100% of the issued and outstanding shares of Coloured. On September 30, 2005, Coloured complete the reverse acquisition under a Stock Exchange Agreement (“RTO”) with Emcor. Immediately before the date of the RTO, Emcor had 100,000,000 shares authorized and 5,667,660 shares of common stock issued and outstanding. Pursuant to the RTO, all of the 2,087,000 issued and outstanding shares of common stock of Coloured were exchanged for 12,000,000 shares of Emcor, on an approximately 5.75 to 1 basis. The transaction was accounted for as a recapitalization of the Company. On December 8, 2005, the Company changed its name to Coloured (US) Inc. The accompanying financial statements are the historical financial statements of Coloured.

The Company’s principal business is the marketing and developing of electronic mobile entertainment services. As defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, the Company is considered to be in the development stage.

Going Concern and Liquidity Considerations

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2007, the Company has a working capital deficiency of $363,909, an accumulated deficit of $3,872,418 and has incurred an accumulated operating cash flow deficit of $676,643 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.

F-8



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

2.

Significant Accounting Policies

     

The following is a summary of significant accounting policies used in the preparation of these financial statements.

     
a)

Basis of presentation

     

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is September 30.

     
b)

Basis of Consolidation

     

These consolidated financial statements include the accounts of Coloured since its incorporation on May 2, 2003 and the Company since the reverse acquisition on September 30, 2005 (Note 1). All intercompany balances and transactions have been eliminated.

     
c)

Risks and Uncertainties

     

The Company operates in an emerging industry that is subject to market acceptance and technological change. The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.

     
d)

Use of Estimates

     

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. The Company’s actual results could vary materially from management’s estimates and assumptions.

F-9



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

2.

Significant Accounting Policies Continued

       
e)

Intellectual Property

       

The Company accounts for intangible assets in accordance with SFAS 142, “Goodwill and Other Intangible Assets.” Under SFAS 142, goodwill and other intangible assets with indefinite lives are not amortized. Instead, each of these assets is tested, in the absence of an indicator of possible impairment, at least annually, and upon an indicator of possible impairment, immediately.

       

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

       
f)

Long-Lived Assets

       

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable or at least at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.

       
g)

Foreign Currency Translations

       

The Company’s functional currency is the British Pound Sterling (“GBP”). The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the functional currency as follows:

       
i)

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

       
ii)

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

       
iii)

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

       

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

F-10



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

2.

Significant Accounting Policies Continued

       
g)

Foreign Currency Translations - continued

       

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

       
ii)

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

       
ii)

Equity at historical rates, and

       
iii)

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

       

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

       
h)

Income Taxes

       

Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be recovered.

       
i)

Financial Instruments and Concentrations

       

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, amounts due to related parties and loan payable were estimated to approximate their carrying value due to the immediate or relatively short maturity of these instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-11



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

2.

Significant Accounting Policies Continued

     
j)

Segment Reporting

     

SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,” changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company currently operates in two segments, Western Europe and United States (Note 9).

     
k)

Stock-Based Compensation

     

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). Before January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and complied with the disclosure requirements of SFAS No. 123, “Accounting for Stock- Based Compensation”. The Company adopted FAS 123(R) using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of SFAS No. 123(R) does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.

     
l)

Comprehensive Income

     

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. At September 30, 2007, comprehensive loss consisted of the net loss for the year and foreign currency translation adjustments.

     
m)

Loss per Share

     

The Company computes net loss per common share using SFAS No. 128 "Earnings Per Share." Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at September 30, 2007 and 2006. The Company has incurred net losses and has no potentially dilutive common shares, therefore; basic and diluted loss per share are the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss.

F-12



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

2.

Significant Accounting Policies Continued

     
n)

Software Costs

     

The Company’s policy is that software development costs related to the product line are charged to expense as incurred in accordance with SFAS 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed."

     

Costs for internal use software, whether developed or obtained, are assessed to determine whether they should be capitalized or expensed in accordance with American Institute of Certified Public Accountants' Statement 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." Capitalized software costs, if any, will be reflected as rights and technology on the balance sheet.

     
o)

Recently Adopted Accounting Standards

     

In February 2007, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows the Company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 158 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

     

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009.

     

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. Management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.

F-13



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

3.

Rights and Technology

The Company has a software licence for the mobile platform known as ARTE. The Company amortizes the software on a straight-line basis over the estimated useful life of three years as follows:

          Effect of     Net Book     Net Book  
          Foreign           Value     Value  
          Currency     September 30,     September 30,  
    Cost     Translation     Accumulated Amortization     2007     2006  
                               
Rights and Technology $  28,403   $  2,099   $  (25,039 )  $ 5,463   $  14,981  

4.

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 did not meet the criteria for capitalization as set out in SFAS No. 86.

F-14



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

5.

Related Party Balances and Transactions

       

Related party transactions are as follows:

       
a)

The amounts due to related parties of $202,344 (September 30, 2006 - $66,036) are non-interest bearing and due on demand. Included in amounts due to related parties are $28,348 (September 30, 2006 - $25,924) owing to a corporate shareholder, $100 (September 30, 2006 - $92) owing to the Managing Director, $7,927 (September 30, 2006 - $7,249) and $27,644 (September 30, 2006 - $14,045) owing to two separate companies with directors in common with a corporate shareholder of the Company, and $138,325 (September 30, 2006 - $18,726) owing to a company with an officer in common with a corporate shareholder of the Company.

       
b)

By employment agreement dated August 15, 2003 and amended July 20, 2004, the Company agreed to pay to the Managing Director $38,450 (GBP24,000) per annum plus 234,785 shares every three months to a maximum of 1,408,720 common shares. When the Company accepted a take- over offer, the balance of the 1,408,720 shares were issued. During the year, $Nil (September 30, 2006 - $1,851) was paid to the Managing Director in cash. The Managing Director waived his annual salary for the years ended September 30, 2007 and 2006. At September 30, 2007, $100 (September 30, 2006 - $92) remains owing the Managing Director.

       
c)

During the year ended September 30, 2007, the Company paid or accrued the following fees:

       
i)

$11,815 (September 30, 2006 - $10,806) for rent to a company with a director in common with a corporate shareholder of the Company; and

       
ii)

$117,460 (September 30, 2006 - $18,726) 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.


6.

Capital Stock

     

The Company’s capitalization is 100,000,000 common shares with a par value of $0.001 per share and 5,000,000 preferred shares with a par value of $0.001.

     
a)

All share information presented in these financial statements relating to share transactions taking place prior to September 30, 2005 has been, restated to reflect the approximately 5.75 to 1 ratio based upon the 12,000,000 shares issued on September 30, 2005 to acquire the shares of Coloured (Note 1).


  b)

In the year of incorporation, the Company issued 6 shares of common stock for total cash consideration of $2.

     
  c)

During the year ended September 30, 2004, the Company split its stock on a 100 new for 1 old basis.

     
  d)

During the year ended September 30, 2004, the Company issued 4,340,585 of common stock for total cash consideration of $13,570.

     
  e)

During the year ended September 30, 2004, the Company issued 939,139 common shares to the Managing director for consulting and employment services. The shares were recorded at $2,947, being the fair value at the time of issuance (Note 5b).

F-15



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

  f)

During the year ended September 30, 2005, the Company issued 469,581 common shares to the Managing director for consulting and employment services. The shares were recorded at $1,560, being the fair value at the time of issuance (Note 5b).

     
  g)

During the year ended September 30, 2005,, the Company issued 57,499 shares of common stock to an unrelated party for six months of public relation services. The shares were recorded at $1,923, being the fair value at the time of the issuance.

     
  h)

During the year ended September 30, 2005,, the Company issued 5,750 shares of common stock to an unrelated party for six months of consulting services. The shares were recorded at $193, being the fair value at the time of issuance.

     
  i)

During the year ended September 30, 2005,, the Company issued 5,750 shares of common stock to an unrelated party for consulting services. The shares were recorded at $193, being the fair value at the time of issuance

     
  j)

During the year ended September 30, 2005, and by agreement dated April 26, 2005, the Company issued 6,181,121 common shares in full settlement of $206,722 of debt owed to the majority shareholder.

     
  k)

By agreement dated February 28, 2006, the Company issued 344,000 common shares in full settlement of $86,000 of promissory notes payable plus related interest of $1,910.

     
  l)

On February 28, 2006, the Company issued 4,000 shares in exchange for debt at $0.25 per share.

     
  m)

On February 28, 2006, the Company issued 6,000,000 common shares to acquire the Colour Industry Technology from a related party. The value assigned was $1,500,000, being equal to the most recent share transaction of the Company of $0.25 per share (Note 4a).

     
  n)

On February 28, 2006, the Company issued 6,000,000 common shares to acquire the Mobile Warrior Technology. The value assigned was $1,500,000 being equal to the most recent share transaction of the Company of $0.25 per share (Note 4b).

     
  o)

By agreement dated March 9, 2006, the Company issued 202,000 shares to an unrelated party for total cash consideration of $50,500.

     
  p)

On June 23, 2006, the Company issued 200,000 common shares for total cash consideration of $50,000 to an unrelated party.

     
  q)

On July 3, 2006, the Company issued 200,000 common shares for total cash consideration of $50,000 to an unrelated party.

     
  r)

On April 20, 2007, the Company issued 25,000 common shares at $0.25 per share to an unrelated party for consulting services.

There were no warrants or stock options granted during the current year and none were outstanding as at September 30, 2007 and 2006.

F-16



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

7.

Loan Payable

   

During the current year, the Company received loan advances from Karada Ltd. (“Karada”), an unrelated third party. As at September 30, 2007, the loan balance was $32,425 and related accrued interest was $800.

   

On July 1, 2007, the Company entered into a formal loan agreement with Karada to clarify the interest and repayment terms of the advances and also provide further funding. The loan has a draw down facility which is unsecured and available in minimum tranches of $5,000 up to a maximum of $250,000 bearing interest at a rate of 5% per annum calculated monthly, for a period of five years ending July 1, 2012. The loan is due on demand after the maturity date. In the event of a default, the interest rate increases to 10% per annum calculated monthly. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date.


8.

Income Taxes

   
a) A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

      September     September  
      30, 2007     30, 2006  
       
               
  Loss before income taxes $  (275,972 ) $  (3,300,361 )
               
  Expected income tax (recovery) $  (91,388 ) $  (1,056,115 )
  Items (deductible) not deductible for income tax purposes   (60,509 )   979,984  
  Tax losses for which an income benefit has not been            
  recognized   10,249     -  
  Change in valuation allowance and other   141,648     76,131  
               
  Net refundable amount $  -   $  -  
               
  Represented by:            
   Current income tax $  -   $  -  
   Deferred income tax recovery $  -   $  -  

F-17



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

8.

Income Taxes – Continued

     
b)

The significant components of the Company's deferred income tax assets after applying substantially enacted corporate income tax rates are as follows:


      As at     As at  
      September     September  
      30, 2007     30, 2006  
       
               
               
  Deferred income tax assets            
   Non-capital losses $  396,314   $  244,000  
   Carrying value of intellectual property in excess of tax            
     value   912,334     923,000  
               
   Deferred tax asset   1,308,648     1,167,000  
   Less: Valuation allowance   (1,308,648 )   (1,167,000 )
               
  Net deferred tax asset $  -   $  -  

The Company has incurred non-capital losses for UK tax purposes of approximately $419,532 (2006 – $369,000) which may be carried forward indefinitely and used to reduce taxable income of future years. The Company also had accumulated net operating losses for U.S. federal income tax purposes of approximately $795,452 (2006 – $394,000), which can be used to reduce taxable income and will expire through 2027. In addition, the Company has $2,683,000 (2006 – $2,883,000) of intellectual property costs deductible for tax purposes at $200,000 per year.


9.

Segmented Information

   

Details on a geographic basis as at September 30, 2007 are as follows:


      Western              
      Europe     U.S.A.     Total  
  Assets $  10,813   $  3,988   $  14,801  
  Loss for the year $  (61,058 ) $  (214,914 ) $  (275,972 )

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  
  Loss for the year $  (73,292 ) $  (3,227,069 ) $  (3,300,361 )

F-18



Coloured (US) Inc.
(dba CI Mobile Gaming)
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
September 30, 2007 and 2006
US Funds
 

10.

Non-Cash Transactions

   

The following is a schedule of non-cash investing and financing transactions:


                  Cumulative from  
      For the Year     For the Year     Incorporation  
      Ended     Ended     (May 2, 2003 ) to
      September 30,     September 30,     September 30,  
      2007     2006     2007  
  Shares issued for acquisition of Coloured                  
     Industry Limited $  -   $  -   $  29,565  
  Shares issued for consulting services $  6,250   $  -   $  13,066  
  Shares issued to related party for debt $  -   $  -   $  206,722  
  Shares issued to unrelated parties for debt $  -   $  88,934   $  88,934  
  Shares issued for intellectual properties                  
  (Note 4) $  -   $  3,000,000   $  3,000,000  
  Acquisition of Assets and Liabilities of Emcor                  
     Holdings Inc.:                  
     Assets $     $  -   $  30,492  
     Liabilities $  -   $  -   $  98,140  


11.

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 GBP 5,000 for a minimum of one year beginning on August 1, 2006. At September 30, 2007, $117,460 (2006 - $18,726) was accrued (Note 5c(ii)). This agreement will automatically renew on a month-to-month basis with the same terms and conditions. Either party may terminate this agreement with one month’s advance written notice.


12.

Subsequent Event

   

On November 7, 2007, the Company issued 8,000,000 units for a total cash consideration of $200,000. Each unit consist of one common share and a warrant to acquire one additional common share for $0.025 per share by November 7, 2009.

F-19



Item 13. Exhibits

The following exhibits are included with this Annual Report on Form 10-KSB:

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

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

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.

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Exhibit  
Number Description of Exhibit
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

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 Rule 13a-14(a) of the Exchange Act

32.1(3)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 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 our annual report on Form 10-KSB filed with the Securities and Exchange Commission on January 4, 2007.

(3)

Filed as an exhibit to this Amendment No. 1 Annual Report on Form 10-KSB.

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SIGNATURES

In accordance with Section 13 or 15(d) 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: January 31, 2008

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

                                       Name                                      Title Date
       
/s/ Lars Brannvall   Chief Executive Officer January 31, 2008
    (Principal Executive Officer),  
    Chief Financial Officer  
Lars Brannvall   (Principal Accounting Officer)  
    and Director     

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