IMPERALIS HOLDING CORP. - Quarter Report: 2008 December (Form 10-Q)

form10-qcoloured.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended December 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 000-52140

Coloured (US) Inc. (Name of small business issuer in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	n/a (I.R.S. Employer Identification No.)

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

+44 (0) 20 7031 1189 (Issuer’s telephone number)
n/a (Address of prior principal executive offices if changed from last filing)

Securities registered pursuant to Section 12(b) of the Act:	Name of each exchange on which registered:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)

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Indicate by checkmark whether the issuer: (1) has 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 o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of February 12, 2008
Common Stock, $0.001	73,494,610

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COLOURED (US) INC.

Form 10-Q

Part 1	FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements
	Balance Sheets	4
	Statements of Operations	5
	Stockholders' Equity	6
	Statements of Cash Flows	7
	Notes to Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	19

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Submission of Matters to a Vote of Security Holders	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

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PART I

ITEM 1. FINANCIAL STATEMENTS

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

	As of			As of
	Wednesday, December 31, 2008			Tuesday, September 30, 2008
ASSETS

Current Assets
Cash of Continuing Operations	$	5,146		$	21,181
Cash of Discontinued Operations		6,930			6,930
Total Cash		12,076			28,111
Loans Receivable		3,030
Other current assets - Discontinued Operations		-			-
Total Current Assets		15,106			28,111

Rights and Technology	$	-		$	-
TOTAL ASSETS		15,106			28,111

LIABILITIES
Current Liabilities
Accounts payable	$	3,711		$	2,835
Accrued liabilities		2,250			3,500
Accrued interest on promissory notes		1,063			3,108
Due to related parties		4,013			0
Current Liabilities of Discontinued Operations		310,396			310,396
Total Current Liabilities		321,432			319,840

Long Term Liabilities
Loans Payable		30,000			62,425
Total Long Term Liabilites		30,000			62,425

STOCKHOLDERS’ EQUITY
Preferred Stock
Authorized: 5,000,000 shares with $0.001 par value. Issued: Nil		-			-
Common Stock
Authorized: 100,000,000 common shares with $0.001 par value
Issued: 73,494,610 (December 31, 2008)		73,495			38,649
30,648,660 (December 31, 2007)
Additional paid-in capital		3,663,710			3,663,710
Accumulated Comprehensive Loss		(19,063	)		(19,063	)
Deficit - Accumulated during the development stage		(4,054,467	)		(4,037,449	)
		(336,326	)		(354,153	)
	$	15,106		$	28,111

The accompanying notes are an integral part of these consolidated financials statements.

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Coloured (US) Inc.
(A Development Stage Company)
Consolidated Statements of Operations
UNAUDITED
							Cumulative
							From
							Incorporation
	For the Three Months			For the Three Months			Friday, May 02, 2003
	Ended			Ended			to
	Wednesday, December 31, 2008			Monday, December 31, 2007			Wednesday, December 31, 2008

General and Administrative Expenses
Accounting and auditing		7,050			8,031			250,343
Amortization & Depreciation		-			2,728			28,403
Bank Charges		133			-			208
Consulting fees		-			30,677			201,068
Filing fees, net of recovery		-			368			12,943
Intellectual properties		-			-			3,000,000
Investor relations		-			-			18,250
Legal		9,250			21,990			139,043
Transfer agent fees		211			-			5,808
Total General and Administrative Expenses		16,643			63,794			3,656,066
		(16,643	)		(63,794	)		(3,656,066	)
Income (loss) from Continuing Operations
Income (loss) from Discontinued Operations		-			(4,295	)		(394,753	)
Other Income (Expense)
Gain on settlement of debt		-			20,144			20,144
Foreign exchange gain (loss)		-			1,260			(12,027	)
Interest expense		(375	)		(516	)		(11,766	)
Provision for income taxes		-			-			-
Loss for the period	$	(17,018	)	$	(47,201	)	$	(4,054,467	)

Loss per Share – Basic and Diluted	$	0.00		$	(0.00	)

Weighted Average Shares Outstanding		46,223,867			30,648,660

Comprehensive Loss
Net Loss		(17,018	)		(47,201	)		(4,054,467	)
Gain (loss) on foreign exchange translation		-			(5,041	)		(19,063	)
Total Comprehensive Loss		(17,018	)		(52,242	)		(4,073,530	)

The accompanying notes are an integral part of these consolidated financials statements.

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Coloured (US) Inc.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
UNAUDITED
							Deficit Accumulated
					Additional		During the			Accumulated			Total
	Common Stock				Paid-in		Development			Comprehensive			Stockholders’
	Shares		Amount		Capital		Stage			Income			Deficiency
Shares issued for cash at $0.33 per share - May 2, 2003		575		1		1								2
Loss for the year								(13,421	)					(13,421	)
Foreign currency translation adjustment											(391	)		(391	)
Balance - September 30, 2003		575		1		1		(13,421	)		(391	)		(13,810	)
Shares issued for cash at $0.003 per share - Dec 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 16, 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
Reacapitalization of Coloured Industry Limited		5,677,660		5,678		23,887								29,565
Loss for the year								(137,972	)					(137,972	)
Foreign currency translation adjustment											(6,517	)		(6,517	)
Balance - September 30, 2005		17,677,660		17,678		238,997		(296,085	)		(9,083	)		(48,493	)
Shares issued for debt at $0.25 per share - February 28, 2006		344,000		344		88,590								88,934
Shares issued for purchase of technology (Colour Industry) at $0.25 per share - February 28, 2006		6,000,000		6,000		1,494,000								1,500,000
Shares issued for purchase of technology (Mobile Warrior) at $0.25 per share - February 28, 2006		6,000,000		6,000		1,494,000								1,500,000
Shares issued for cash at $0.25 per share - March 9, 2006		202000		202		50,298								50,500
Shares issued for cash at $0.25 per share - June 23, 2006		200000		200		49,800								50,000
Shares issued for cash at $0.25 per share - July 3, 2006		200000		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		25000		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	)
Share issued for cash at $0.025 per share - February 14, 2008		8,000,000		8,000		192,000								200,000
Loss for the period								(165,031	)					(165,031	)
Foreign currency translation adjustment											1,749			1,749
Balance – September 30, 2008		38,648,660		38,649		3,663,710		(4,037,449	)		(19,063	)		(354,153	)
Share issued for debt settlement at $0.001 per share - December 12, 2008		34,845,950		34,846										34,846
Loss for the period								(17,018	)					(17,018	)
Foreign currency translation adjustment											-			-
Balance – December 31, 2008		73,494,610		73,495		3,663,710		(4,054,467	)		(19,063	)		(336,326	)

The accompanying notes are an integral part of these consolidated financials statements.

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Coloured (US) Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flow
UNAUDITED
	For the Three Months			For the Three Months			Cumulative from Incorpration
	Ending			Ending			May 2, 2003 to
	Wednesday, December 31, 2008			Monday, December 31, 2007			Wednesday, December 31, 2008
Operating Activities
Net Loss	$	(17,018	)	$	(47,201	)	$	(4,054,467	)
Items not involving cash:
Amortization and Depreciation		-			2,728			30,502
Gain on settlement of debt		-			(20,144	)		(20,144	)
Interest accrued on promissory notes		(2,046	)		-			2,692
Shares issued for debt settlement		34,846						34,846
Shares for consulting services		-			-			13,066
Shares for intellectual properties		-			-			3,000,000
Changes in non-cash working capital items:
Loans Receivable		(3,030	)					(3,030	)
Prepaid expenses		-			368			-
Accounts payable		1,376			(113,011	)		4,211
Accrued liabilities		(1,250	)		1,396			(9,585	)
Effects of current assets in discontinued operation		-			-			-
Effects of accounts payable in discontinued operation		-			23,399			-
Effects of accrued liabilities in discontinued operations		-			-			-
Effects of amounts owing to related parties in discontinued operations		-			29,103			537,262
Net cash flows provided by (used in) operations		12,877			(123,362	)		(464,648	)

Investing Activities
Acquisition of rights and technology		-			-			(28,403	)
Cash acquired in purchase of Emcor Holdings Inc.		-						127,705
Net cash flows from investing activities		0			0			99,302

Financing Activities
Loan proceeds (repayments)		(32,425	)		-			30,000
Due to related parties		3,513			-			3,513
Convertible promissory note		-			-			1,000
Share issuances for cash		-			200,000			364,072
Net cash flows from financing activities		(28,912	)		200,000			398,585

Effects of foreign translation on rights and technology		-			70			(2,099	)
Effect of foreign rate changes on cash		0			(5,041	)		(19,063	)
		0			(4,971	)		(21,162	)

Change in Cash		(16,035	)		71,667			12,076
Cash - Beginning		28,111			6,311			-
Cash - Ending	$	12,076		$	77,978		$	12,076
Supplemental Cash Flow Information
Cash paid for:
Income Taxes	$	-		$	-		$	-
Interest Paid	$	-		$	-		$	-

The accompanying notes are an integral part of these consolidated financials statements.

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Coloured (US) Inc.

(Formerly Emcor Holdings Inc.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2008

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.

Effective July 1, 2008, the Company wound up Coloured Industry Limited, the UK Subsidiary. The Company does not currently have any ongoing business operations. The historical results of the wound-up subsidiary have been reclassified as discontinued operations in these financial statements. This wind-up is described in more detail in Note 6.

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principals for interim financial information and with the instructions to Form 10-Q of Regulation S-B. They do not include all information and footnotes required by 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, 2008 included in the Company’s 10-K filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those consolidated financial statements included in the 10-K. 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, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2009.

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2.	Significant Accounting Policies
	The following is a summary of significant accounting policies used in the preparation of these financial statements.
	a)	Basis of Consolidation
		These consolidated financial statements have reclassified the accounts of Coloured Industry Limited since its incorporation on May 3, 2003 as discontinued operations.

	b)	Use of Estimates
		The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

	c)	Development Stage Company
		The Company is a development stage company as defined by SFAS No. 7. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

	d)	Foreign Currency Translations
		The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the reporting currency as follows: · Assets and liabilities at the rate of exchange in effect at the balance sheet date, · Equity at historical rates, and · Revenue and expense items at the prevailing rate on the date of the transaction. Translation adjustments resulting from translation of balances are accumulated as a separate component of shareholders’ equity and reported as a component of comprehensive income or loss.

	e)	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 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 deferred tax assets when it is more likely than not that such assets will not be recovered.

	f)	Fair Value of Financial Instruments
		The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

	g)	Segment Reporting
		SFAS No. 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.

	h)	Stock-Based Compensation
		Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards (“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. As the Company had no invested stock options outstanding on the adoption date the 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”.

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	i)	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 June 30, 2008, comprehensive loss consisted of the net loss for the period and foreign currency translation adjustments.

	j)	Loss per Share
		The Company computes net loss per share in accordance with SFAS No. 128, “Earnings per Share”, which requires presentation of both basic and diluted loss per share (“LPS”) on the face of the statement of operations. Basic LPS is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted LPS gives effect to all potentially dilutive common shares outstanding including convertible debt, stock options and share purchase warrants, using the treasury stock method. The computation of diluted LPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on LPS. The diluted LPS equals the basic LPS since the potentially dilutive securities are anti-dilutive.

	k)	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, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling 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 141R, Business Combinations. SFAS 141R replaces SFAS 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. The statement will apply prospectively to business combinations occurring in the Comapnys fiscal year beginning October 1, 2009. We are evaluating the impact adopting SFAS 141R will have on our financial statements.

3.	Advertising and Promotion
	The Company did not engage in any advertising or promotional activity for the three months ended December 31, 2008.

4.	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. At December 31, 2008, the software was fully amortized

5.	Loans Payable
	a)	On July 1, 2007, the Company entered into a formal loan agreement with Karada Ltd., an unrelated third party, for debt financing. The loan is a draw down facility which is unsecured and available in minimum traunches 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. On December 12, 2008, shares were issued to Karada Ltd. in full and final settlement of the outstanding balance of $32,425 and accrued interest in the amount of $2,421.
	b)	On April 15, 2008, the Company entered into a formal loan agreement with Green Shoe Investments Ltd., an unrelated third party, for debt financing. The loan was for $ 30,000 bearing interest at a rate of 5% per annum calculated monthly, for a period of one year ending April 15, 2009. The loan is due on demand after the maturity date. At December 31, 2008, interest in the amount of $1,063 was accrued.

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6.	Wind-up of UK Subsidiary
	Because the Company has had a history of accumulating debt through its UK subsidiary, the Company’s Board of Directors determined that it was in the best interests of the Company to wind-up the UK subsidiary. An effective date of July 1, 2008 was set by the Board. The following table summarizes the net assets disposed of and accounted for in these financials as discontinued operations:

Assets
Cash		6,930
Total Assets Disposed of	$	6,930

Liabilities
Accounts Payable		6,000
Taxes Payable		2,805
Due to related parties		301,591
Total Liabilities disposed of	$	310,396

Net Liabilities disposed of	$	303,466

7.	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)	During the year ended September 30, 2004, the Company split its stock on a 100 new for 1 old basis.
	c)	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. On February 14, 2008, these shares were issued. There were 8,000,000 warrants and no stock options outstanding as at December 31, 2008.

8.	Going Concern
	The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2008, the Company has an accumulated deficit of $4,054,467 and has incurred an accumulated operating cash flow deficit of $464,468 since incorporation. The Company intends to continue funding operations through 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 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.

9.	Subsequent Event
	There are no subsequent events expected to have a material affect on the presentation of these financials statements.

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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

GENERAL

Coloured (US) Inc. was incorporated on April 5, 2005 as Emcor Holdings Inc. under the laws of the state of Nevada. During September 2005, Emcor Holdings Inc entered into a share exchange agreement (the “Share Exchange Agreement”) with Coloured Industry Limited (“Coloured UK”), a privately held corporation. Coloured UK was incorporated in the United Kingdom on May 2, 2003. In accordance with the terms and provisions of the Share Exchange Agreement, we acquired Coloured UK by way of acquisition of 100% of the total issued and outstanding shares of Coloured UK (which was 2,087,000 shares) in exchange for 12,000,000 shares of our restricted common stock issued and outstanding. On December 8, 2005, we changed our name to Coloured (US) Inc.

Our shares of common stock trade on the Over-the-Counter Bulletin Board under the symbol “COUS”.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we", "our", "us”, "the Company", “the Corporation”, “or "Coloured (US) Inc." refers to Coloured (US) Inc.

CURRENT BUSINESS OPERATIONS

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.

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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.

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

Intellectual Asset Purchase Agreements

On February 28, 2006, we acquired the intellectual property rights to our six mobile games concurrently from Coloured Industry Inc. (“CII”), one of the founding shareholders of Coloured (UK), and ABS Capital Inc. (“ABS Capital”) in accordance with the terms and provisions of the Mobile Warrior Intellectual Asset Purchase Agreement and the respective Intellectual Asset Purchase Agreements for total consideration of the issuance of 12,000,000 shares of our restricted common stock, of which 6,000,000 shares were issued to CII and 6,000,000 shares were issued to ABS Capital. Concurrent with the completion of this acquisition, CII transferred 6,000,000 shares of our common stock to Coloured Industry Technology Partnership as part of its arrangement to re-acquire five of the six mobile games from Coloured Technology Partnership. Coloured Industry Technology Partnership is a limited liability partnership that was at arm’s length to CII. Coloured Industry Technology Partnership became one of our principal shareholders as a result of the completion of these transactions. At the same time, ABS Capital transferred its 6,000,000 shares of our common stock to Mobile Warrior Technology Partnership as part of its own arrangement to re-acquire the Mobile Warrior game from Mobile Warrior Technology Partnership. Mobile Warrior Technology Partnership LLP is a limited liability partnership that is at arm’s length to ABS Capital Inc.

RESULTS OF OPERATION

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

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The summarized financial data set forth in the table below is derived from and should be read in conjunction with our unaudited financial statements for the three month period ended December 31, 2008 and December 31, 2007, including the notes to those financial statements which are included in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following table sets forth selected financial information for the periods indicated.

RESULTS OF OPERATION

	Three Month Period Ended December 31, 2008 and December 31, 2007						For the Period from May 2, 2003 (inception) to December 31, 2008
	2008			2007
General and Administrative Expenses
Accounting and Auditing	$	7,050		$	8,031		$	250,343
Amortization and Depreciation		-0-			2,728			28,403
Bank Charges		133			-0-			208
Consulting		-0-			30,677			201,068
Filing fees, net of recovery		-0-			368			12,943
Intellectual Properties		-0-			-0-			3,000,000
Investor relations		-0-			-0-			18,250
Legal		9,250			21,990			139,043
Transfer Agent fees		211			-0-			5,808
Loss from continuing operation	$	(16,643	)	$	(63,794	)	$	(3,656,066	)
Loss from discontinued operations		-0-			(4,295	)		(394,753	)
Other Income (Expenses)
Gain on Settlement of Debt		-0-			20,144			20,144
Foreign Exchange gain (loss)		-0-			1,260			(12,027	)
Interest expense		(375	)		(516	)		(11,766	)
Loss for Period	$	(17,018	)	$	(47,201	)	$	(4,054,467	)

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We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended December 31, 2008 Compared to Three Month Period Ended December 31, 2007.

Our loss for the three month period ended December 31, 2008 was ($17,018) compared to a loss of ($47,201) during the three month period ended December 31, 2007 (a decrease of $30,183). During the three month periods ended December 31, 2008 and December 31, 2007, we did not generate any revenue.

During the three month period ended December 31, 2008, we incurred general and administrative expenses of $16,643 compared to $63,794 incurred during the three month period ended December 31, 2007 (a decrease of $47,151). This resulted in a loss from continuing operations during the three month period ended December 31, 2008 of ($16,643) and a loss from continuing operations during the three month period ended December 31, 2007 of ($63,794). These general and administrative expenses incurred during the three month period ended December 31, 2008 consisted of: (i) accounting and auditing of $7,050 (2007: $8,031); (ii) amortization and depreciation of $-0- (2007: $2,728); (iii) bank charges of $133 (2007: $-0-); (iv) consulting fees of $-0- (2007: $30,677); (v) filing fees, net of recovery of $-0- (2007: $368); (vi) legal of $9,250 (2007: $21,990); and (vii) transfer agent fees of $211 (2007: $-0-.

Expenses incurred during the three month period ended December 31, 2008 compared to the three month period ended December 31, 2007 decreased primarily due to the decrease in consulting fees and legal. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Loss from continuing operations of ($16,643) during the three month period ended December 31, 2008 was increased by the recording of ($375) as interest expense resulting in a loss for the period of ($17,018). Loss from continuing operations of ($63,794) during the three month period ended December 31, 2007 was increased by the recording of ($4,295) in loss from discontinued operations and ($516) in interest expense and increased by $20,144 in gain on settlement of debt and $1,260 in foreign exchange gain resulting in a loss for the period of ($47,201).

Our loss during the three month period ended December 31, 2008 was ($17,018) compared to a loss of ($47,201) incurred during the three month period ended December 31, 2007. The weighted average number of shares outstanding was 46,223,867 for the three month period ended December 31, 2008 compared to 30,648,660 for the three month period ended December 31, 2007.

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LIQUIDITY AND CAPITAL RESOURCES

Three Month Period Ended December 31, 2008

As at the three month period ended December 31, 2008, our current assets were $15,106 and our current liabilities were $321,432, which resulted in a working capital deficit of $306,326. As at the three month period ended December 31, 2008, current assets were comprised of: (i) $5,146 in cash of continuing operations; (ii) $6,930 in cash of discontinued operations; and (iii) $3,030 in loans receivable. As at the three month period ended December 31, 2008, current liabilities were comprised of: (i) $3,711 in accounts payable; (ii) $2,250 in accrued liabilities; (iii) $1,063 in accrued interest on promissory notes; (iv) $4,013 due to related parties; and (v) $310,396 in current liabilities of discontinued operations.

As at the three month period ended December 31, 2008, our total assets were $15,106 comprised entirely of current assets. The decrease in total assets during the three month period ended December 31, 2008 from fiscal year ended September 30, 2008 was primarily due to the decrease in total cash.

As at the three month period ended December 31, 2008, our total liabilities were $351,432 comprised of: (i) $321,432 in current liabilities; and (ii) $30,000 in long term long payable. The slight decrease in liabilities during the three month period ended December 31, 2008 from fiscal year ended September 30, 2008 was primarily due to the decrease in long term loan payable.

Stockholders’ equity (deficit) decreased from ($354,153) for fiscal year ended September 30, 2008 to ($336,326) for the three month period ended December 31, 2008.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended December 31, 2008, net cash flows used in operating activities was $12,877 consisting primarily of a net loss of ($17,018). During the three month period ended December 31, 2008, net cash flows used in operating activities was adjusted by items not requiring the use of cash for interest accrued on promissory notes of ($2,046) and for share issued for debt settlement of $34,846. Net cash flows used in operating activities was further changed by ($3,030) for loan receivable, $1,376 for accounts payable and ($1,250) for accrued liabilities.

For the three month period ended December 31, 2007, net cash flows used in operating activities was ($123,362) consisting primarily of a net loss of ($47,201). During the three month period ended December 31, 2008, net cash flows used in operating activities was adjusted by items not requiring the use of cash for amortization and depreciation of $2,728 and for gain on settlement of debt of ($20,144). Net cash flows used in operating activities was further changed by $368 for prepaid expenses, ($113,011) for accounts payable, $1,396 for accrued liabilities, $23,399 for effects of accounts payable in discontinued operation, and $29,103 for effects of amounts owing to related parties in discontinued operations.

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Cash Flows from Investing Activities

For the three month periods ended December 31, 2008 and December 31, 2007, net cash flows used in investing activities was $-0-.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended December 31, 2008, net cash flows used for financing activities was ($28,912) compared to net cash flows from financing activities of $200,000 for the three month period ended December 31, 2007. Cash flows used by financing activities for the three month period ended December 31, 2008 consisted of: (i) ($32,425) (2007: $-0-) in loan proceeds; (ii) $3,513 (2007: $-0-) due to related parties; and (iii) $-0- (2007: $200,000) in shares issued for cash.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities and debt instruments. Our working capital requirements are expected to increase in line with the growth of our business.

PLAN OF OPERATION AND FUNDING

We estimate that our total expenditures over the next twelve months will be approximately $168,000. 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 $526,000 in order to enable us to sustain our operations for the next twelve months.

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.

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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, as amended. 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.

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

MATERIAL COMMITMENTS

As of the date of this Quarterly Report, we do not have any material commitments other than as disclosed below:

Loan Agreement

On April 15, 2008, we entered into a loan agreement with Green Shoe Investments Ltd., an unrelated third party (“Green Shoe”), for debt financing. The loan was for $30,000 bearing interest at a rate of 5% per annum calculated monthly for a period of one year ending April 15, 2009. The loan is due on demand after the maturity date. As of December 31, 2008, interest in the amount of $1,063 was accrued.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any 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 are material to investors.

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GOING CONCERN

The independent auditors' report accompanying our September 30, 2008 and September 30, 2007 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.

EXCHANGE RATE

Our reporting currency is United States Dollars (“USD”). The British Pound has been pegged to the USD with regards to the exchange rate system. Exchange rate fluctuations may have a material impact on our consolidated financial reporting and make realistic revenue projections difficult. Recently the British Pound decreased in value compared to the USD. This has not had an appreciable effect on our operations and seems unlikely to do so.

The exchange rate of the British Pound or other foreign currency may have positive or negative impacts on our results of operations. Since all proposed future sale revenues and expenses may be dominated in the British Pound or other foreign currency, the net income effect of appreciation and devaluation of such currency against the USD may be limited to our net operating results.

INTEREST RATES

Interest rates in the United Kingdom are relatively low and stable and inflation is controlled, due to the habit of the population to deposit and save money in the banks (among with other reasons, such as the balance of trade surplus). Any potential loans may relate mainly to trade payables and may be mainly short-term. However our debt may be likely to rise in connection with expansion and were interest rates to rise at the same time, this could become a significant impact on our operating and financing activities.

We have not entered into derivative contracts either to hedge existing risks or for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

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As of December 31, 2008, the end of our first quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer and chief financial officer also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Audit Committee

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We are contemplating establishment of an audit committee during fiscal year 2008. When established, the audit committee's primary function will be to provide advice with respect our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

Exhibits No.		Description

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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SIGNATURES

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


	COLOURED (US) INC.

Date: February 16, 2009	By:	/s/ Lars Brannvall
		Lars Brannvall
		President and Chief Executive Officer


Date: February 16, 2009	By:	/s/ Lars Brannvall
		Lars Brannvall
		Chief Financial Officer

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