10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED DECEMBER 31, 2007 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, 2007

[   ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934

for the transition period from _______________ to _______________

Commission File Number: 000-52152

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

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

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

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

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

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

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 February 18, 2008.

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

i


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 below, 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. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

ii


COLOURED (US) INC.

Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
December 31, 2007

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   - 8 - 
Item 1. Legal Proceedings - 8 - 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - 8 - 
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 - 

iii


PART I – FINANCIAL INFORMATION

Item 1.                 Financial Statements

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

  Page
   
Consolidated Balance Sheets as at December 31, 2007 (unaudited) and September 30, 2007 (audited) F-1
   
Consolidated Statements of Operations for the three month periods ended December 31, 2007 and 2006 and for the period from incorporation (May 2, 2003) to December 31, 2007 F-2
   
Consolidated Statements of Cash Flows during the three month periods ended December 31, 2007 and 2006 and for the period from incorporation (May 2, 2003) to December 31, 2007 F-3
   
Notes to Consolidated Financial Statements F-4


 

 

 

 

COLOURED (US) INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

(Unaudited)

 

 

 

 

 

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


Coloured (US) Inc.
(A Development Stage Company)
Consolidated Balance Sheets

    December 31,     September 30,  
    2007     2007  
 ASSETS   (Unaudited)     (Audited)  
 Current            
   Cash $ 77,978   $  6,311  
   VAT receivable   -     403  
   Prepaids   2,256     2,624  
    80,234     9,338  
             
 Rights and Technology, net   2,665     5,463  
  $ 82,899   $  14,801  
             
             
 LIABILITIES            
 Current            
   Accounts payable $ 17,234   $  130,245  
   Accrued liabilities   42,054     40,658  
   VAT payable   2,852     -  
   Due to related parties (Note 2)   231,447     202,344  
    293,587     373,247  
             
 Loan Payable (Note 3)   32,425     32,425  
             
 STOCKHOLDERS’ DEFICIENCY            
 Capital Stock (Note 4)            
   Common Stock            
       Authorized: 100,000,000 shares with $0.001 par value            
       Issued: 30,648,660 (September 30, 2007 – 30,648,660)   30,649     30,649  
       Additional paid-in capital   3,471,710     3,471,710  
       Shares subscribed but not issued   200,000     -  
   Preferred stock            
       Authorized: 5,000,000 shares with $0.001 par value            
       Issued: Nil   -     -  
 Accumulated Comprehensive Loss   (25,853 )   (20,812 )
 Deficit – Accumulated during the development stage   (3,919,619 )   (3,872,418 )
    (243,113 )   (390,871 )
  $ 82,899   $  14,801  
             
Contingency (Note 1)            
Commitment (Note 5)            

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


Coloured (US) Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

                Cumulative  
                From  
                Incorporation  
    For the Three     For the Three     May 2, 2003  
    Months Ended     Months Ended     to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
General and Administrative Expenses                  
   Accounting and auditing $  9,258   $  27,223   $  301,606  
   Advertising   -     -     1,890  
   Amortization   2,728     2,611     27,767  
   Consulting fees   30,677     33,065     255,439  
   Filing fees (recovery)   368     (4,205 )   9,956  
   Information technology   -     -     23,348  
   Intellectual properties   -     -     3,000,000  
   Investor relations   -     -     18,250  
   Legal   21,990     2,506     119,964  
   Office and miscellaneous   -     -     5,135  
   Rent   3,068     2,874     47,649  
   Salaries and wages   -     -     104,196  
   Transfer agent fees   -     110     2,405  
   Travel   -     557     6,248  
Total General and Administrative Expenses   68,089     64,741     3,923,853  
Loss from Operations   (68,089 )   (64,741 )   (3,923,853 )
Other Income (Expense)                  
   Gain on settlement of debt   20,144     -     20,144  
   Interest expense   (516 )   (364 )   (7,996 )
   Foreign exchange gain (loss)   1,260     (8 )   (8,128 )
   Miscellaneous income   -     62     214  
Loss for the Period $  (47,201 ) $  (65,051 ) $  (3,919,619 )
                   
Loss per Share – Basic and Diluted $  (0.00 ) $  (0.00 )      
                   
Weighted Average Shares Outstanding   30,648,660     30,623,660        
                   
Comprehensive Loss:                  
     Net loss $  (47,201 ) $  (65,051 ) $  (3,919,619 )
     Foreign currency translation adjustment   5,041     3,053     25,853  
                   
Total Comprehensive Loss $  (52,242 ) $  (68,104 ) $  (3,945,472 )

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


Coloured (US) Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

                Cumulative  
                From  
                Incorporation  
    For the Three     For the three     May 2, 2003  
    Months Ended     Months Ended     to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
Operating                  
   Net Loss $  (47,201 ) $  (65,051 ) $  (3,919,619 )
   Items not involving an outlay of cash:                  
         Amortization   2,728     2,611     27,767  
         Gain on settlement of debt   (20,144 )   -     (20,144 )
         Shares for consulting services   -     -     13,066  
         Interest accrued on promissory notes   -     -     2,429  
         Shares for intellectual properties   -     -     3,000,000  
   Changes in non-cash working capital items:         -        
         Accounts receivable   -     509     -  
         VAT receivable and payable   3,255     (291 )   2,852  
         Prepaid expense   368     (5,250 )   (2,256 )
         Accounts payable   (92,867 )   21,054     37,378  
         Accrued liabilities   1,396     11,340     29,419  
Net cash flows used in operations   (152,465 )   (35,078 )   (829,108 )
Investing                  
   Acquisition of rights and technology   -     -     (28,403 )
   Cash acquired on purchase of Emcor Holdings                  
           Inc.   -     -     127,705  
Net cash flows from investing activities   -     -     99,302  
Financing                  
   Amounts due to related parties   29,103     34,511     231,447  
   Loan from related party   -     -     206,722  
   Loan proceeds   -     -     32,425  
   Convertible promissory note   -     -     1,000  
   Share issuances for cash   -     -     164,072  
   Shares subscribed   200,000     -     200,000  
Net cash flows from financing activities   229,103     34,511     835,666  
Effect of exchange rate changes                  
   Effect of foreign currency translation on rights                  
         and technology   70     (692 )   (2,029 )
   Effect of exchange rate changes on cash   (5,041 )   (3,053 )   (25,853 )
    (4,971 )   (3,745 )   (27,882 )
                   
Change in Cash   71,667     (4,312 )   77,978  
Cash – Beginning   6,311     6,695     -  
Cash – Ending $  77,978   $  2,383   $  77,978  

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



Coloured (US) Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

1.

Basis of Presentation

   

Going Concern and Liquidity Considerations

   

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2007, the Company has a working capital deficiency of $213,353, an accumulated deficit of $3,919,619 and has incurred an accumulated operating cash flow deficit of $829,108 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, 2007 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, 2007 are not necessarily indicative of the results that may be expected for the year ending September 30, 2008.

   



Coloured (US) Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

2.

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 $231,447 (September 30, 2007 - $202,344) are non-interest bearing and due on demand. Included in amounts due to related parties are $27,651 (September 30, 2007 - $28,348) owing to a corporate shareholder, $98 (September 30, 2007 - $100) owing to the Managing Director, $7,732 (September 30, 2007 - $7,927) and $26,964 (September 30, 2007 - $27,644) owing to two separate companies with directors in common with a corporate shareholder of the Company, and $169,002 (September 30, 2007 - $138,325) owing to a company with an officer in common with a corporate shareholder of the Company.

       
b)

During the three months ended December 31, 2007, the Company paid or accrued the following fees:

       
i)

$3,068 (December 31, 2006 - $2,874) for rent to a company with a director in common with a corporate shareholder of the Company; and

       
ii)

$30,677(December 31, 2006 - $29,387) 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.

   
   
3.

Loan Payable

   

On July 1, 2007, the Company entered into a formal loan agreement with Karada Ltd. (“Karada”), an unrelated third party, for debt financing. The loan is a draw down facility which is unsecured and available in minimum tranches of $5,000 up to a maximum of $250,000 bearing interest at a rate of 5% per annum calculated monthly, for a period of five years ending July 1, 2012. The loan is due on demand after the maturity date. In the event of a default, the interest rate increases to 10% per annum calculated monthly. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date.

   

As at December 31, 2007, the loan balance was $32,425 (September 30, 2007 - $32,425).

   
   
4.

Capital Stock

   

The Company’s capitalization is 100,000,000 common shares with a par value of $0.001 per share and 500,000 preferred shares with a par value of $0.001 per share.

   

On November 7, 2007, the Company received $200,000 as total cash consideration for the purchase of 4,000,000 units, each unit consisting of one common share and a warrant to acquire one additional common share for $0.05 per share by November 7, 2009. On December 17, 2007, the Company amended the terms of the above offering to increase the number of units to 8,000,000 and reduce the price to $0.025. The new expiry date of the warrants is December 17, 2009. As of February 14, 2008, these shares have not been issued.

   

There were 8,000,000 warrants and no stock options outstanding as at December 31, 2007.

   



Coloured (US) Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 2007
(Unaudited)
 
 

5.

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 payment for general consulting services is GBP 5,000 for a minimum of one year beginning on August 1, 2006. At December 31, 2007, $169,002 (2006 - $48,113) was accrued and included in amounts due to related parties. 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.

   


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 month period ended December 31, 2007 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three month period ended December 31, 2007.

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

- 2 -


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.

We are presently inactive in our business operations due to a lack of financing. We are presently seeking financing that would enable us to continue our plan of operations or target the acquisition of a new business or properties. There is no assurance that we will be able to achieve the necessary financing to enable us to continue our plan of operations or complete any acquisition.

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.

We are presently inactive in our business operations due to a lack of financing. We are presently seeking financing that would enable us to continue our plan of operations or target the acquisition of a new business or properties. There is no assurance that we will be able to achieve the necessary financing to enable us to continue our plan of operations or complete any acquisition.

Our plan of operations for the next twelve months is to complete the following objectives within the time periods and within the budgets specified, subject to our achieving the necessary financing:

1.

We plan to carry out 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.

   
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 $77,978 and working capital deficit of $213,353 as at December 31, 2007. 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 $304,000 in order to carry out our plan of operations for the next twelve months and to cover our working capital deficit.

During the twelve month period following the date of this quarterly report, we anticipate that we will not generate revenues that exceed our operating costs. We anticipate based on our current cash and working

- 3 -


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. 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. 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;

   
(ii)

equity at historical rates; and

   
(iii)

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

- 4 -


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 month period ended December 31, 2007 and 2006

References to the discussion below to fiscal 2008 are to our current fiscal year which will end on September 30, 2008. References to fiscal 2007 and fiscal 2006 are to our fiscal years ended September 30, 2007and 2006, respectively.

                Cumulative  
                From  
                Incorporation  
    For the Three     For the Three     May 2, 2003  
    Months Ended     Months Ended     to  
    December 31,     December 31,     December 31,  
    2007     2006     2007  
General and Administrative Expenses                  
     Accounting and auditing $  9,258   $  27,223   $  301,606  
     Advertising   -     -     1,890  
     Amortization   2,728     2,611     27,767  
     Consulting fees   30,677     33,065     255,439  
     Filing fees   368     (4,205 )   9,956  
     Information technology   -     -     23,348  
     Intellectual properties   -     -     3,000,000  
     Investor relations   -     -     18,250  
     Legal   21,990     2,506     119,964  
     Office and miscellaneous   -     -     5,135  
     Rent   3,068     2,874     47,649  
     Salaries and wages   -     -     104,196  
     Transfer agent fees   -     110     2,405  
     Travel   -     557     6,248  
Total General and Administrative Expenses   68,089     64,741     3,923,853  
Loss from Operations   (68,089 )   (64,741 )   (3,923,853 )
Other Income (Expense)                  
     Settlement of debt   20,144     -     20,144  
     Interest expense   (516 )   (364 )   (7,996 )
     Foreign exchange gain (loss)   1,260     (8 )   (8,128 )
     Miscellaneous income   -     62     214  
Loss for the Period $  (47,201 ) $  (65,051 ) $  (3,919,619 )

Revenue

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

Accounting and Auditing

Accounting and auditing expenses are attributable to the preparation and audit of our financial statements and to our compliance with the reporting obligations under the Securities Exchange Act of 1934.

Accounting and auditing expenses decreased to $9,258 during the first three month period of fiscal 2008 compared to $27,223 during the first three month period of fiscal 2007.

- 5 -


Amortization

We incurred $2,728 in amortization expenses during the first three month period of fiscal 2008 compared to $2,611 during the first three month period of fiscal 2007. We commenced our 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) in fiscal 2007. We purchased the server and platform in 2005, and it was slated to be amortized over a three year period.

Consulting Fees

Consulting Fees are primarily comprised of consulting fees that we pay to Debondo Capital Limited on account of consulting services pursuant to a consulting agreement between the Company and Debondo Capital Limited dated August 1, 2006.

Our consulting fees decreased slightly to $30,677 during the first three month period of fiscal 2008 compared to $33,065 during the first three month period of fiscal 2007.

Information Technology

We did not incur any information and technology expenses during the first three month period of fiscal 2008 nor during the first three month period of fiscal 2007.

Intellectual Property

We did not incur any expenses on any intellectual property during the first three month period of fiscal 2008 nor during 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.

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.

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 slightly to $3,068 during the first three month period of fiscal 2008 compared to $2,874 during the first three month period of fiscal 2007. The minor increase resulted from an increase in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

Salaries and Wages

Salaries and wages were primarily comprised of salary paid to Lars Brannvall, our sole executive officer and employee. We did not incur any salaries and wages expenses during the first three month period of fiscal 2008 nor during fiscal 2007. Mr. Brannvall ceased to draw a salary from us since October 1, 2006.

Loss for the Period

Our loss for the period during the first three month period of fiscal 2008 decreased to $47,201 compared to $65,051 during the first three month period of fiscal 2007.

- 6 -


Liquidity And Capital Resources

We had cash of $77,978 and working capital deficit of $213,353 as at December 31, 2007. We had cash of $6,311 and working capital deficit of $363,909 as at September 30, 2007.

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 $304,000 in order to enable us to sustain our operations for the next twelve months.

Cash used in Operating Activities

We used cash of $152,465 in operating activities during the first three month period of fiscal 2008 compared to cash used of $35,078 in operating activities during the first three month period of fiscal 2007.

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 month period of fiscal 2008 nor during the first three month period of fiscal 2007.

Cash from Financing Activities

We generated cash of $229,103 from financing activities during the first three month period of fiscal 2008 compared to cash of $34,511 during the first three month period of fiscal 2007. Of the amount generated in the first three month period of fiscal 2008, $200,000 was attributable to share subscriptions.

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.

- 7 -


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, 2007, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. 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, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended December 31, 2007.

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

(a)

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

 

(b)

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

 

(c)

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

PART II – OTHER INFORMATION

Item 1.                 Legal Proceedings

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

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

We completed the following sales of equity securities in transactions that have not been registered under the Act during the three months ended December 31, 2007, as disclosed in our amended Current Report

- 8 -


on Form 8-K filed under the Securities Exchange Act of 1934 (the “Exchange Act”) on February 15, 2008:

  • On December 17, 2007, we completed a private placement with nine investors of 8,000,000 units of shares of our common stock (the “Units”) at a price of US$0.025 per Unit for total proceeds of US$200,000 pursuant to Rule 903 under Regulation S of the United States Securities Act of 1933, as amended (the “Act”). Each Unit consists of one share and one share purchase warrant (each a “Warrant”), each Warrant entitles the holder to purchase an additional share of common stock of the Company at a price of $0.025 per share for a period of two years from the date of issue. No commissions were paid in connection with the completion of this offering. We completed the offering of the Units pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the Units was completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the Units. Each investor represented to us that the investor was not a “U.S. person”, as defined in Regulation S, and was not acquiring the Units for the account or benefit of a U.S. person. The subscription agreement executed between us and each of the investors included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the subscription agreement for the Units: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.

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 month period ended December 31, 2007.

Item 5.                 Other Information

None

Item 6.                 Exhibits

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

Exhibit    
Number   Description of Exhibit
     
3.1(1)   Articles of Incorporation
     
3.2(1)   Certificate of Amendment to Articles of Incorporation
     
3.3(1)   By-Laws

- 9 -



Exhibit  

Number  

Description of Exhibit

   

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.

   

 

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 -



Exhibit  

Number  

Description of Exhibit

   

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

     
10.34(3)

Form of Regulation S subscription agreement entered into between the Company with certain Investors on December 17, 2007.

     
31.1(4)

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

     
32.1(4)

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 our amendment no. 1 current report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2008.

   
(4)

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

- 11 -


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 19, 2008

- 12 -