IMPERALIS HOLDING CORP. - Quarter Report: 2009 March (Form 10-Q)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
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Mark
One
[
X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
For
the quarter ended March 31, 2009
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the transition period from ______ to
_______
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Commission
File No. 000-52140
Coloured (US) Inc.
(Name
of small business issuer in its charter)
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Nevada
(State
or other jurisdiction of incorporation
or
organization)
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n/a
(I.R.S.
Employer Identification No.)
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Suite 3.19, 130 Shaftesbury
Avenue
London, England WID
SEU
(Address
of principal executive offices)
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+44 (0) 20 7031
1189
(Issuer’s
telephone number)
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n/a
(Address
of prior principal executive offices if changed from last
filing)
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Securities
registered pursuant to Section
12(b)
of the Act:
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Name
of each exchange on which
registered:
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None
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Securities
registered pursuant to Section 12(g) of the Act:
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Common Stock,
$0.001
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(Title
of
Class)
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with a copy to:Diane D. DalmyAttorney at Law8965 W. Cornell PlaceLakewood, Colorado 80227(Telephone) 303.985.9324(Fax) 303.988.6954
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[ ]
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 [ ] Accelerated filer [ ]
Non-accelerated
filer [ ] 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 [ ]
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[X] No[ ]
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
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Outstanding
as of May 11, 2009
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Common
Stock, $0.001
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73,494,610
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COLOURED
(US) INC.
Form 10-Q
Part
1
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FINANCIAL
INFORMATION
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Page
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Financial Statements
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4 | |
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Balance
Sheets
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4 |
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Statements
of Operations
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5 |
Statements
of Cash Flows
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6 | |
Notes
to Financial Statements
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7 | |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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12 | |
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Quantitative
and Qualitative Disclosures About Market Risk
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20 | |
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Controls
and Procedures
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20 | |
Part
II.
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OTHER
INFORMATION
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Legal
Proceedings
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22 | |
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Item
1A
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Risk
Factors
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Unregistered
Sales of Equity Securities and Use of Proceeds
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22 | |
Defaults
Upon Senior Securities
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22 | |
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Submission
of Matters to a Vote of Security Holders
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22 | |
Other
Information
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22 | |
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Exhibits
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22 | |
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PART I
ITEM
1. FINANCIAL STATEMENTS
Coloured
(US) Inc.
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||||||||
(A
Development Stage Company)
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||||||||
Consolidated
Balance Sheets
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||||||||
UNAUDITED
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||||||||
As
of
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As
of
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|||||||
March
31, 2009
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September
30, 2008
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|||||||
ASSETS
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||||||||
Current
Assets
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||||||||
Cash
of Continuing Operations
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$5,146 | $21,181 | ||||||
Cash
of Discontinued Operations
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6,930 | 6,930 | ||||||
Total
Cash
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12,076 | 28,111 | ||||||
Loans
Receivable
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3,030 | |||||||
Other
current assets - Discontinued Operations
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- | - | ||||||
Total
Current Assets
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15,106 | 28,111 | ||||||
Rights
and Technology
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$- | $- | ||||||
TOTAL
ASSETS
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15,106 | 28,111 | ||||||
LIABILITIES
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||||||||
Current
Liabilities
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||||||||
Accounts
payable
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$5,036 | $2,835 | ||||||
Accrued
liabilities
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2,250 | 3,500 | ||||||
Accrued
interest on promissory notes
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1,438 | 3,108 | ||||||
Due
to related parties
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7,786 | 0 | ||||||
Current
Liabilities of Discontinued Operations
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310,396 | 310,396 | ||||||
Total
Current Liabilities
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326,905 | 319,840 | ||||||
Long
Term Liabilities
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||||||||
Loans
Payable
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30,000 | 62,425 | ||||||
Total
Long Term Liabilites
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30,000 | 62,425 | ||||||
STOCKHOLDERS’
EQUITY
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||||||||
Preferred
Stock
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||||||||
Authorized: 5,000,000
shares with $0.001 par value. Issued: Nil
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- | - | ||||||
Common
Stock
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||||||||
Authorized:
100,000,000 common shares with $0.001 par value
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||||||||
Issued: 73,494,610
(March 31,
2009)
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73,495 | 38,649 | ||||||
38,648,660
(September 30, 2008)
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||||||||
Additional
paid-in capital
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3,663,710 | 3,663,710 | ||||||
Accumulated
Other Comprehensive Income (Loss)
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(19,063 | ) | (19,063 | ) | ||||
Deficit
- Accumulated during the development stage
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(4,059,940 | ) | (4,037,449 | ) | ||||
(341,799 | ) | (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.
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||||||||||||||||||||
(A
Development Stage Company)
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||||||||||||||||||||
Consolidated
Statements of Operations
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||||||||||||||||||||
UNAUDITED
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||||||||||||||||||||
Cumulative
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||||||||||||||||||||
From
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||||||||||||||||||||
Incorporation
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||||||||||||||||||||
For
the Three Months
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For
the Three Months
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For
the Six Months
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For
the Six Months
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May
2, 2003
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||||||||||||||||
Ended
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Ended
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Ended
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Ended
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to
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||||||||||||||||
March
31, 2009
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March
31, 2008
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March
31, 2009
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March
31, 2008
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March
31, 2009
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||||||||||||||||
General
and Administrative Expenses
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||||||||||||||||||||
Accounting
and auditing
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2,625 | 21,811 | 9,675 | 29,843 | 252,968 | |||||||||||||||
Amortization
& Depreciation
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- | 636 | - | 3,364 | 28,403 | |||||||||||||||
Bank
Charges
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23 | - | 156 | - | 232 | |||||||||||||||
Consulting
fees
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- | 29,927 | - | 60,604 | 201,068 | |||||||||||||||
Filing
fees, net of recovery
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- | 2,612 | - | 2,980 | 12,943 | |||||||||||||||
Intellectual
properties
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- | - | - | - | 3,000,000 | |||||||||||||||
Investor
relations
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- | - | - | - | 18,250 | |||||||||||||||
Legal
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750 | 6,575 | 10,000 | 28,565 | 139,793 | |||||||||||||||
Transfer
agent fees
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1,700 | 357 | 1,911 | 357 | 7,508 | |||||||||||||||
Total
General and Administrative Expenses
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5,098 | 61,918 | 21,741 | 125,712 | 3,661,164 | |||||||||||||||
(5,098 | ) | (61,918 | ) | (21,741 | ) | (125,712 | ) | (3,661,164 | ) | |||||||||||
Income
(loss) from Continuing Operations
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Income
(loss) from Discontinued Operations
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- | (4,150 | ) | - | (8,445 | ) | (394,753 | ) | ||||||||||||
Other
Income (Expense)
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||||||||||||||||||||
Gain
on settlement of debt
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- | - | - | 20,144 | 20,144 | |||||||||||||||
Foreign
exchange gain (loss)
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(1,428 | ) | (168 | ) | (12,027 | ) | ||||||||||||||
Interest
expense
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(375 | ) | (2,845 | ) | (750 | ) | (3,361 | ) | (12,141 | ) | ||||||||||
Provision
for income taxes
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- | - | - | - | - | |||||||||||||||
Loss
for the period
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$(5,473 | ) | $(70,341 | ) | (22,491 | ) | $(117,542 | ) | $(4,059,941 | ) | ||||||||||
Comprehensive
Loss
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||||||||||||||||||||
Net
Loss
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(5,473 | ) | (70,341 | ) | (22,491 | ) | (117,542 | ) | (4,059,941 | ) | ||||||||||
Gain
(loss) on foreign exchange translation
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- | (316 | ) | - | (5,357 | ) | (19,063 | ) | ||||||||||||
Total
Comprehensive Loss
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(5,473 | ) | (70,657 | ) | (22,491 | ) | (122,899 | ) | (4,079,004 | ) | ||||||||||
Loss
per Share – Basic and Diluted
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$0.00 | $(0.00 | ) | 0.00 | $(0.00 | ) | ||||||||||||||
Weighted
Average Shares Outstanding
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73,494,610 | 34,692,616 | 59,709,399 | 32,659,589 | ||||||||||||||||
The
accompanying notes are an integral part of these consolidated financials
statements.
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Coloured
(US) Inc.
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(A
Development Stage Company)
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||||||||||||
Consolidated
Statements of Cash Flow
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||||||||||||
UNAUDITED
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||||||||||||
For
the Six Months
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For
the Six Months
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Cumulative
from Incorpration
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||||||||||
Ending
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Ending
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May
2, 2003 to
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||||||||||
March
31, 2009
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March
31, 2008
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March
31, 2009
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||||||||||
Operating
Activities
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||||||||||||
Net
Loss
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$(22,491 | ) | $(117,542 | ) | $(4,059,941 | ) | ||||||
Items
not involving cash:
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||||||||||||
Amortization
and Depreciation
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- | - | 30,502 | |||||||||
Gain
on settlement of debt
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- | - | (20,144 | ) | ||||||||
Interest
accrued on promissory notes
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(1,671 | ) | 813 | 3,067 | ||||||||
Shares
issued for debt settlement
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34,846 | - | 34,846 | |||||||||
Shares
for consulting services
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- | - | 13,066 | |||||||||
Shares
for intellectual properties
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- | - | 3,000,000 | |||||||||
Changes
in non-cash working capital items:
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||||||||||||
Loans
Receivable
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(3,030 | ) | - | (3,030 | ) | |||||||
Prepaid
expenses
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- | 2,624 | - | |||||||||
Accounts
payable
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2,201 | (105,337 | ) | 5,036 | ||||||||
Accrued
liabilities
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(1,250 | ) | (17,387 | ) | (9,585 | ) | ||||||
Effects
of current assets in discontinued operation
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- | - | - | |||||||||
Effects
of accounts payable in discontinued operation
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- | 3,208 | - | |||||||||
Effects
of accrued liabilities in discontinued operations
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- | - | - | |||||||||
Effects
of amounts owing to related parties in discontinued
operations
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- | 66,312 | 537,262 | |||||||||
Net
cash flows provided by (used in) operations
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8,604 | (167,309 | ) | (468,921 | ) | |||||||
Investing
Activities
|
||||||||||||
Acquisition
of rights and technology
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- | 5,463 | (28,403 | ) | ||||||||
Cash
acquired in purchase of Emcor Holdings Inc.
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- | 127,705 | ||||||||||
Net
cash flows from investing activities
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0 | 5463 | 99,302 | |||||||||
Financing
Activities
|
||||||||||||
Loan
repayments
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(32,425 | ) | - | (32,425 | ) | |||||||
Loan
borrowings
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- | 62,425 | ||||||||||
Due
to related parties
|
7,786 | - | 7,786 | |||||||||
Convertible
promissory note
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- | - | 1,000 | |||||||||
Share
issuances for cash
|
- | 200,000 | 364,072 | |||||||||
Net
cash flows from financing activities
|
(24,639 | ) | 200,000 | 402,858 | ||||||||
Effects
of foreign translation on rights and technology
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- | - | (2,099 | ) | ||||||||
Effect
of foreign rate changes on cash
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- | (5,357 | ) | (19,063 | ) | |||||||
0 | (5,357 | ) | (21,162 | ) | ||||||||
Change
in Cash
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(16,035 | ) | 32,797 | 12,076 | ||||||||
Cash
- Beginning
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28,111 | 6,311 | - | |||||||||
Cash
- Ending
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$12,076 | $39,108 | $12,076 | |||||||||
Supplemental
Cash Flow Information
|
||||||||||||
Cash
paid for:
|
||||||||||||
Income
Taxes
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$- | $- | $- | |||||||||
Interest
Paid
|
$- | $- | $(95 | ) | ||||||||
The
accompanying notes are an integral part of these consolidated financials
statements.
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Coloured
(US) Inc.
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(Formerly
Emcor Holdings Inc.)
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(A
Development Stage Company)
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Notes
to Consolidated Financial Statements
|
March
31, 2009
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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 and six months ended March 31, 2009 are not necessarily indicative of the
results that may be expected for the year ending September 30,
2009.
2.
|
Significant
Accounting Policies
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The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
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a)
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Basis
of Consolidation
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These
consolidated financial statements have reclassified the accounts of
Coloured Industry Limited since its incorporation on May 3, 2003 as
discontinued operations.
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b)
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Use
of Estimates
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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.
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c)
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Development
Stage Company
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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.
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d)
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Foreign
Currency Translations
|
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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.
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e)
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Income
Taxes
|
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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.
|
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f)
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Fair
Value of Financial Instruments
|
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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)
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Segment
Reporting
|
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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.
|
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h)
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Stock-Based
Compensation
|
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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”.
|
||
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 March 31, 2009, 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 March 31, 2009.
|
||
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 March 31, 2009, 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
March 31, 2009, interest in the amount of $1,438 was
accrued.
|
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 March 31,
2009.
|
|
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 March 31, 2009, the
Company has an accumulated deficit of $4,079,004 and has incurred an
accumulated operating cash flow deficit of $468,921 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.
|
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:BB”.
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.
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.
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
six month period ended March 31, 2009 and March 31, 2008, 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
Cumulative
from
|
||||||||||||
Incorporation
|
||||||||||||
For
the Six Months Ended
|
May
2, 2003 to
|
|||||||||||
March
31, 2009
|
March
31, 2008
|
March
31, 2009
|
||||||||||
General
and Administrative Expenses
|
||||||||||||
Accounting
and auditing
|
9,675 | 29,843 | 252,968 | |||||||||
Amortization
& Depreciation
|
- | 3,364 | 28,403 | |||||||||
Bank
Charges
|
156 | - | 232 | |||||||||
Consulting
fees
|
- | 60,604 | 201,068 | |||||||||
Filing
fees, net of recovery
|
- | 2,980 | 12,943 | |||||||||
Intellectual
properties
|
- | - | 3,000,000 | |||||||||
Investor
relations
|
- | - | 18,250 | |||||||||
Legal
|
10,000 | 28,565 | 139,793 | |||||||||
Transfer
agent fees
|
1,911 | 357 | 7,508 | |||||||||
Total
General and Administrative Expenses
|
21,741 | 125,712 | 3,661,164 | |||||||||
(21,741 | ) | (125,712 | ) | (3,661,164 | ) | |||||||
Income
(loss) from Continuing Operations
|
||||||||||||
Income
(loss) from Discontinued Operations
|
- | (8,445 | ) | (394,753 | ) | |||||||
Other
Income (Expense)
|
||||||||||||
Gain
on settlement of debt
|
- | 20,144 | 20,144 | |||||||||
Foreign
exchange gain (loss)
|
(168 | ) | (12,027 | ) | ||||||||
Interest
expense
|
(750 | ) | (3,361 | ) | (12,141 | ) | ||||||
Provision
for income taxes
|
- | - | - | |||||||||
Loss
for the period
|
(22,491 | ) | $(117,542 | ) | $(4,059,941 | ) | ||||||
Comprehensive
Loss
|
||||||||||||
Net
Loss
|
(22,491 | ) | (117,542 | ) | (4,059,941 | ) | ||||||
Gain
(loss) on foreign exchange translation
|
- | (5,357 | ) | (19,063 | ) | |||||||
Total
Comprehensive Loss
|
(22,491 | ) | (122,899 | ) | (4,079,004 | ) |
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.
Six
Month Period Ended March 31, 2009 Compared to Six Month Period Ended March 31,
2008.
Our
comprehensive loss for the six month period ended March 31, 2009 was ($22,491)
compared to a comprehensive loss of ($122,899) during the six month period ended
March 31, 2008 (a decrease of $100,408). During the six month periods ended
March 31, 2009 and March 31, 2008, we did not generate any revenue.
During
the six month period ended March 31, 2009, we incurred general and
administrative expenses of $21,741 compared to $125,712 incurred during the six
month period ended March 31, 2008 (a decrease of $103,971). This resulted in a
loss from continuing operations during the six month period ended March 31, 2009
of ($21,741) and a loss from continuing operations during the six month period
ended March 31, 2008 of ($125,712). These general and administrative expenses
incurred during the six month period ended March 31, 2009 consisted of: (i)
accounting and auditing of $9,675 (2008: $29,843); (ii) amortization and
depreciation of $-0- (2008: $3,364); (iii) bank charges of $156 (2008: $-0-);
(iv) consulting fees of $-0- (2008: $60,604); (v) filing fees, net of recovery
of $-0- (2008: $2,980); (vi) legal of $10,000 (2008: $28,565); and (vii)
transfer agent fees of $1,911 (2008: $357).
Expenses
incurred during the six month period ended March 31, 2009 compared to the six
month period ended March 31, 2008 decreased primarily due to the decrease in
consulting fees, legal and accounting and auditing. General and administrative
expenses generally include corporate overhead, financial and administrative
contracted services, marketing, and consulting costs.
Loss from
continuing operations of ($21,741) during the six month period ended March 31,
2009 was increased by the recording of ($750) as interest expense resulting in a
comprehensive loss for the period of ($22,491). Loss from continuing operations
of ($125,712) during the six month period ended March 31, 2008 was increased by
the recording of ($8,445) in loss from discontinued operations, ($3,361) in
interest expense, ($5,357) in loss on foreign exchange translation and ($168)
foreign exchange loss, and decreased by $20,144 in gain on settlement of debt
resulting in a comprehensive loss for the period of ($122,899).
Our
comprehensive loss during the six month period ended March 31, 2009 was
($22,491) compared to a comprehensive loss of ($122,899) incurred during the six
month period ended March 31, 20078 The weighted average number of shares
outstanding was 59,709,399 for the six month period ended March 31, 2009
compared to 32,659,589 for the six month period ended March 31,
2008.
Three
Month Period Ended March 31, 2009 Compared to Three Month Period Ended March 31,
2008.
Our
comprehensive loss for the three month period ended March 31, 2009 was ($5,473)
compared to a comprehensive loss of ($70,657) during the three month period
ended March 31, 2008 (a decrease of $65,184). During the three month periods
ended March 31, 2009 and March 31, 2008, we did not generate any
revenue.
During
the three month period ended March 31, 2009, we incurred general and
administrative expenses of $5,098 compared to $61,918 incurred during the three
month period ended March 31, 2008 (a decrease of $56,820). This resulted in a
loss from continuing operations during the three month period ended March 31,
2009 of ($5,098) and a loss from continuing operations during the three month
period ended March 31, 2008 of ($61,918). These general and administrative
expenses incurred during the three month period ended March 31, 2009 consisted
of: (i) accounting and auditing of $2,625 (2008: $21,811); (ii) amortization and
depreciation of $-0- (2008: $636); (iii) bank charges of $23 (2008: $-0-); (iv)
consulting fees of $-0- (2008: $29,927); (v) filing fees, net of recovery of
$-0- (2008: $2,612); (vi) legal of $750 (2008: $6,575); and (vii) transfer agent
fees of $1,700 (2008: $357).
Expenses
incurred during the three month period ended March 31, 2009 compared to the
three month period ended March 31, 2008 decreased primarily due to the decrease
in consulting fees, legal and accounting and auditing.
Loss from
continuing operations of ($5,098) during the three month period ended March 31,
2009 was increased by the recording of ($375) as interest expense resulting in a
comprehensive loss for the period of ($5,473). Loss from continuing operations
of ($61,918) during the three month period ended March 31, 2008 was increased by
the recording of ($4,150) in loss from discontinued operations, ($2,845) in
interest expense, ($1,428) in loss on foreign exchange and ($316) in loss on
foreign exchange translation resulting in a comprehensive loss for the period of
($70,657).
Our
comprehensive loss during the three month period ended March 31, 2009 was
($5,473) compared to a comprehensive loss of ($70,657) incurred during the three
month period ended March 31, 20078 The weighted average number of shares
outstanding was 73,494,610 for the three month period ended March 31, 2009
compared to 34,692,616 for the three month period ended March 31,
2008.
LIQUIDITY
AND CAPITAL RESOURCES
Six
Month Period Ended March 31, 2009
As at the
six month period ended March 31, 2009, our current assets were $15,106 and our
current liabilities were $329,905, which resulted in a working capital deficit
of $314,799. As at the six month period ended March 31, 2009, 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
six month period ended March 31, 2009, current liabilities were comprised of:
(i) $5,036 in accounts payable; (ii) $2,250 in accrued liabilities; (iii) $1,438
in accrued interest on promissory notes; (iv) $7,786 due to related parties; and
(v) $310,396 in current liabilities of discontinued operations.
As at the
six month period ended March 31, 2009, our total assets were $15,106 comprised
entirely of current assets. The decrease in total assets during the six month
period ended March 31, 2009 from fiscal year ended September 30, 2008 was
primarily due to the decrease in total cash.
As at the
six month period ended March 31, 2009, our total liabilities were $356,905
comprised of: (i) $326,905 in current liabilities; and (ii) $30,000 in long term
long payable. The slight decrease in liabilities during the six month period
ended March 31, 2009 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 ($341,799) for the six month period ended March 31, 2009.
Cash
Flows from Operating Activities
We have
not generated positive cash flows from operating activities. For the six month
period ended March 31, 2009, net cash flows provided by operating activities was
$8,604 consisting primarily of a net loss of ($22,491). During the six month
period ended March 31, 2009, net cash flows used in operating activities was
adjusted by items not requiring the use of cash for interest accrued on
promissory notes of ($1,671) 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, $2,201 for accounts payable and ($1,250) for
accrued liabilities.
For the
six month period ended March 31, 2008, net cash flows used in operating
activities was ($167,309) consisting primarily of a net loss of ($117,542).
During the six month period ended March 31, 2008, net cash flows used in
operating activities was changed by $2,624 for prepaid expenses, ($105,337) for
accounts payable, ($17,387) for accrued liabilities, $3,208 for effects of
accounts payable in discontinued operation, and $66,312 for effects of amounts
owing to related parties in discontinued operations.
Cash
Flows from Investing Activities
For the
six month period ended March 31, 2009, net cash flows from investing activities
was $-0- compared to net cash flows from investing activities of $5,463 for the
six month period ended March 31, 2008 relating to acquisition of rights and
technology.
Cash
Flows from Financing Activities
We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For the six month period ended March 31, 2009, net
cash flows used for financing activities was ($2,639) compared to net cash flows
from financing activities of $200,000 for the six month period ended March 31,
2008. Cash flows used by financing activities for the six month period ended
March 31, 2009 consisted of: (i) ($32,425) (2008: $-0-) in loan proceeds; (ii)
$7,786 (2008: $-0-) due to related parties; and (iii) $-0- (2008: $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.
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 Quarterly Report, we
anticipate that we will not generate revenues that exceed our operating costs.
We anticipate based on our current cash and working capital and our planned
expenses that we will be able to continue our plan of operations for three more
months without additional financing. We believe that we will require substantial
additional financing in order to commercialize our mobile games in order to earn
revenues that exceed our operating expenses. 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 March 31, 2009, interest in the amount of $1,438 was
accrued. As of the date of this Quarterly Report, we have not paid the principal
or accrued interest.
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.
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 III. 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.
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 Pund
rose 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
IV. 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.
As of
March 31, 2009, the end of our second quarter covered by this Quarterly 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 March 31, 2009 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 2009. 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.
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
Settlement
Agreement
On
December 12, 2008, we entered into a settlement agreement and general mutual
release (the “Settlement Agreement”) with Karada Ltd., a company incorporated in
the Republic of the Marshall Islands (“Karada”). In accordance with the terms
and provisions of the Settlement Agreement: (i) we issued to Karada an aggregate
of 34,845,950 shares of our restricted common stock; and (ii) Karada agreed to
accept the issuance of the 34,845,950 shares of our restricted common stock in
consideration of settling and releasing the debt due and owing by us to Karada
of $34,846. We had previously entered into a loan agreement with Karada for debt
financing. The loan was a draw down facility, which was 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, 2002.
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: | ||
10.01 |
Release
and Settlement Agreement dated December 12, 2008 between Coloured(US) Inc.
and Karada Ltd. (1)
|
|
|
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. | |
(1) |
Incorporated
herein by referenced to exhibit filed with our Current Report on Form 8-K
as filed with the Securities and Exchange Commission on December 22,
2008.
|
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:
May 18, 2009
|
By:
|
/s/ Lars Brannvall | |
Name: Lars Brannvall | |||
Title: President and Chief Executive Officer | |||
Date:
May 18, 2009
|
By:
|
/s/ Lars Brannvall | |
Name: Lars Brannvall | |||
Title: Chief Financial Officer | |||