| Coloured (US) Inc. |
| (Formerly Emcor Holdings Inc.) |
| (A Development Stage Company) |
| Notes to Consolidated Financial Statements |
June 30, 2008March 31, 2009 |
US Funds |
| |
1. Basis of Presentation
Organization
Coloured (US) Inc. (the “Company” or "Emcor") was incorporated on April 5, 2005 under the laws of the State of Nevada, under the name of Emcor Holdings Inc. Effective September 30, 2005, the Company completed a Share Exchange Agreement (“Agreement”) with Coloured Industry Limited (“Coloured”). Coloured, a technology and marketing company headquartered in London, England, was incorporated on May 2, 2003. Pursuant to the Agreement, the Company agreed to issue to the shareholders of Coloured 12,000,000 common shares in exchange for 100% of the issued and outstanding shares of Coloured. On September 30, 2005, Coloured complete the reverse acquisition under a Stock Exchange Agreement (“RTO”) with Emcor. Immediately before the date of the RTO, Emcor had 100,000,000 shares authorized and 5,667,660 shares of common stock issued and outstanding. Pursuant to the RTO, all of the 2,087,000 issued and outstanding shares of common stock of Coloured were exchanged for 12,000,000 shares of Emcor, on an approximately 5.75 to 1 basis. The transaction was accounted for as a recapitalization of the Company. On December 8, 2005, the Company changed its name to Coloured (US) Inc. The accompanying financial statements are the historical financial statements of Coloured.
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 principlesprincipals for interim financial information and with the instructions to Form 10-QSB10-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, 20072008 included in the Company’s 10-KSB10-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-KSB.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 ninethree and six months ended June 30, 2008March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending September 30, 20082009.
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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| 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. |
These consolidated financial statements include the accounts of Coloured Industry Limited since its incorporation on May 3, 2003 and the Company since the reverse acquisition on September 30, 2005. All intercompany balances and transactions have been eliminated.
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.
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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. | 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”. |
| 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. |
d) Foreign Currency Translations
The Company’s functional currency is GBP. The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the functional currency as follows:
i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date,
ii) Non-monetary assets and liabilities, and equity at historical rates, and
iii) Revenue and expense items at the prevailing rate on the date of the transaction.
Gains and losses on re-measurement are included in determining net income for the period.
Translation of balances from the functional currency into the reporting currency is conducted as follows:
i) Assets and liabilities at the rate of exchange in effect at the balance sheet date,
ii) Equity at historical rates, and
iii) Revenue and expense items at the prevailing on the date of the transaction.
Translation adjustments resulting from translation of balances from functional to reporting currency are accumulated as a separate component of shareholders’ equity as a component of comprehensive income or loss. Upon sale or liquidation of the net investment in the foreign entity the amount deferred will be recognized in income.
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.
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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. | | 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. |
h) Stock-Based Compensation| 6. | Wind-up of UK Subsidiary |
Effective January 1, 2006,Because the Company adoptedhas had a history of accumulating debt through its UK subsidiary, the provisionsCompany’s Board of StatementDirectors determined that it was in the best interests 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 overwind-up the vesting period for all awards granted after theUK subsidiary. An effective date of adoption,July 1, 2008 was set by the Board.
The following table summarizes the net assets disposed of and accounted 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”.these financials as discontinued operations:
i) Comprehensive Income| 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 |
| | | |
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.
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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.| 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. |
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 Company’s fiscal year beginning October 1, 2009. We are evaluating the impact adopting SFAS 141R will have on our financial statements.
3. Rights and Technology
The Company has a software license 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 June 30, 2008, the software was fully amortized
4. Related Party Balances and Transactions
a) The amounts due to related parties of $301,592 for the nine months ended June 30, 2008 are non-interest bearing and due on demand. Included in amounts due to related parties are amounts owing to the Managing Director, a corporate shareholder, two separate companies with directors in common with a corporate shareholder of the Company, and a company with an officer in common with a corporate shareholder of the Company.
b) By employment agreement dated August 15, 2003 and amended July 20, 2004, the Company agreed to pay to the Managing Director $38,450 (GBP24,000) per annum plus 234,785 shares every three months to a maximum of 1,408,720 common shares. When the Company accepted a take-over offer, the balance of the 1,408,720 shares were issued. During the nine months ended June 30, 2008, $Nil was paid to the Managing Director in cash. The Managing Director waived his annual salary for the nine months ended June 30, 2008
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FORWARD LOOKING STATEMENTS c) During
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the nine months ended June 30, 2008, the Company accrued $9,029 for rent to a company with a director in common with a corporate shareholdersafe harbor provisions of Section 27A of the CompanySecurities 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
d) By agreement dated August 1, 2006, the Company entered into a one-year Consulting Agreement with a related company that has an officer in common with a corporate shareholder of the Company. The monthly payments for general consulting services is GBP 5,000 for a minimum of one year beginning on August 1, 2006. At June 30, 2008, $198,929 was accrued . This agreement will automatically renew on a month-to-month basis with the same terms and conditions. Either party may terminate this agreement with one month’s advance written notice.GENERAL
The above transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established, and agreed to by the related parties.
6. 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. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date.
As at June 3, 2008, the loan balanceColoured (US) Inc. was $32,425.
b) On April 15, 200, 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.
As at June 30, 2008, interest in the amount of $313 was accrued.
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 June 30, 2008.
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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 June 30, 2008, the Company has an accumulated deficit of $4,045,476 and has incurred an accumulated operating cash flow deficit of $975,140 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 were no subsequent events expected to have a material effect on the presentation of these financial statements.
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| Management’s Discussion and Analysis |
The following discussion of our financial condition, changes in financial condition and results of operations for the six month period ended June 30, 2008 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the six month period ended June 30, 2008.
Overview of Our Business
We were incorporated on April 5, 2005 as Emcor Holdings Inc. under the laws of the Statestate of Nevada. We carry out our business operations through our wholly owned subsidiary,During September 2005, Emcor Holdings Inc entered into a share exchange agreement (the “Share Exchange Agreement”) with Coloured Industry Limited ("(“Coloured UK"UK”), locateda privately held corporation. Coloured UK was incorporated in the United Kingdom. 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 principal executive office is located at Suite 3.19, 130 Shaftesbury Avenue, London, England, W1D 5EU. Our telephone number is +44(0)20 7031 1189shares of common stock trade on the Over-the-Counter Bulletin Board under the symbol “COUS:BB”.
Please note that throughout this Quarterly Report, and our fax number is +44(0)20 7031 1199.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 Australia.Australasia. Each of these regions has shown growth in the use of text-messaging among mobile phone users in recent years.
We have not earned revenues to date. Our plan of operations is as described below, to partner with gateway owners, either directly or indirectly through third party resellers, in the marketing and distribution of our mobile games.
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 presently inactive in our business operations duea development stage company and have not generated any revenue to a lack of financing.date. We are presently seeking financing that would enable ushave incurred recurring losses to continue our plan of operations or target the acquisition of a new business or properties. There is no assurancedate. 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 able to achieve the necessary financing to enable usshould we be unable to continue in operation. We expect we will require additional capital to meet our planlong term operating requirements. We expect to raise additional capital through, among other things, the sale of operationsequity or complete any acquisition.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 | ) |
PlanWe 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 Operationsassets 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 are presently inactive inestimate that our businesstotal 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 due to a lack ofover the next twelve months without our obtaining additional financing. We are presently seekingrequire immediate financing in order that would enablewe have the cash necessary for us to continue our plan of operations or target the acquisition of a new business or properties. There is no assuranceoperations. We anticipate that we will be able to achieverequire additional financing in the necessary financingapproximate amount of $526,000 in order to enable us to continuesustain our plan of operations or complete any acquisition.for the next twelve months.
If we raise financing to pursue our current business, ourWe plan of operations would be 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,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.
PresentationAs of Financial Information
Effective September 30, 2005, we acquired 100% of the issued and outstanding shares of Coloured UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of Coloured UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of Coloured UK owning the majority of our issued and outstanding shares. Because Emcor Holdings Inc. (now Coloured (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by Coloured UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of Coloured (US) Inc. are included in our consolidated financial statements effective September 30, 2005. Our date of inception is the date of inceptionthis 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 Coloured UK, being May 2, 2003, and our financial statements are presented with reference to5% 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 inception of Coloured UK. Financial information relating to periods prior to September 30, 2005 is that of Coloured UK.
Critical Accounting Policies
Development Stage Company
We are a development stage company as defined by Financial Accounting Standards No. 7. We are presently devoting all of our present efforts to establishing a new business. All losses accumulated since inceptionthis Quarterly Report, we have been considered as part of our development stage activities.
Revenue Recognition
We recognize revenue when all ofnot paid the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixedprincipal or determinable and collection is reasonably assured. Upfront contract payments received from the sale of services not yet earned are initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.
Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.
Foreign Currency Translations
Our functional currency is pounds sterling (“₤”). Our reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:
(i)
| assets and liabilities at the rate of exchange in effect at the balance sheet date; |
| |
(ii)
| equity at historical rates; and |
accrued interest.
(iii)
| revenue and expense items at the average rate of exchange prevailing during the period. |
PURCHASE OF SIGNIFICANT EQUIPMENTUnrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholder’s equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized as income in the period when it is realized.
Results Of Operations – Six month period ended June 30, 2008 and 2007
References to the discussion below to fiscal 2008 are to our current fiscal year which will end on September 30, 2008. References to fiscal 2007 and fiscal 2006 are to our fiscal years ended September 30, 2007 and 2006, respectively.
| | | | | | | | | | | | | | | Cumulative |
| | | | | | | | | | | | | | | From |
| | | For Three | | | For Three | | | For Nine | | | For Nine | | | Incorporation |
| | | Months | | | Months | | | Months | | | Months | | | May 2, 2003 |
| | | Ended | | | Ended | | | Ended | | | Ended | | | To |
| | | June 30, | | | June 30, | | | June 30, | | | June 30, | | | June 30, |
| | | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 |
| General and | | | | | | | | | | | | | | |
| Administrative Expenses | | | | | | | | | | | | | | |
| Accounting and auditing | $ | 15,225 | | $ | 13,165 | | $ | 47,047 | | $ | 57,330 | | $ | 339,395 |
| Advertising | | | | | | | | | | | | | | 1,890 |
| Amortization | | | | | 2,646 | | | 3,364 | | | 7,805 | | | 28,403 |
| Consulting fees | | 29,931 | | | 31,461 | | | 90,591 | | | 97,971 | | | 315,353 |
| Filing fees net of recovery | | 375 | | | 562 | | | 3,355 | | | (2,000 | ) | | 12,943 |
| Information technology | | 176 | | | 895 | | | 436 | | | 3,383 | | | 23,784 |
| Intellectual properties | | - | | | - | | | - | | | - | | | 3,000,000 |
| Investor relations | | - | | | - | | | - | | | 18,250 | | | 18,250 |
| Legal | | 3,484 | | | 6,781 | | | 32,049 | | | 11,615 | | | 130,023 |
| Office and miscellaneous | | 337 | | | - | | | 337 | | | - | | | 5,472 |
| Rent | | 2,993 | | | 2,978 | | | 9,029 | | | 8,783 | | | 53,610 |
| Salaries and wages | | - | | | - | | | - | | | - | | | 104,196 |
| Transfer agent fees | | 2,050 | | | 155 | | | 2,407 | | | 390 | | | 4,812 |
| Travel net of recovery | | - | | | - | | | 113 | | | - | | | 6,361 |
| Total General and | | | | | | | | | | | | | | |
| Administrative Expenses | | 54,571 | | | 58,643 | | | 188,728 | | | 203,527 | | | 4,044,492 |
| | | | | | | | | | | | | | | |
| Loss from Operations | | (54,571 | ) | | (58,643 | ) | | (188,728 | ) | | (203,527 | ) | | (4,044,492 |
| | | | | | | | | | | | | | | |
| Other Income (Expense) | | | | | | | | | | | | | | |
| Gain on settlement of debt | | - | | | - | | | 20,144 | | | - | | | 20,144 |
| Interest expense | | (517 | ) | | (80 | ) | | (3,878 | ) | | (610 | ) | | (11,358) |
| Foreign exchange gain (loss) | | (511 | ) | | (3,491 | ) | | (697 | ) | | (3,493 | ) | | (10,067) |
| Miscellaneous income | | 83 | | | - | | | 83 | | | - | | | 297 |
| Loss for the Period | $ | (55,516 | ) | $ | (62,214 | ) | $ | (173,058 | ) | $ | (207,630 | ) | $ | (4,045,476 |
| | | | | | | | | | | | | | | |
| Loss per Share – Basic | | | | | | | | | | | | | | |
| and Diluted | $ | 0.00 | | $ | 0.00 | | $ | 0.00 | | $ | (0.00 | ) | | |
| | | | | | | | | | | | | | | |
| Weighted Average Shares | | | | | | | | | | | | | | |
| Outstanding | | 38,648,660 | | | 30,643,214 | | | 34,648,660 | | | 30,630,162 | | | |
| | | | | | | | | | | | | | | |
| Comprehensive Loss: | | | | | | | | | | | | | | |
| Net loss | $ | (56,516 | ) | $ | (62,214 | ) | $ | (173,058 | ) | $ | (207,630 | ) | $ | (4,045,476 |
| Foreign currency | | | | | | | | | | | | | | |
| translation adjustment | | 7,106 | | | (2,081 | ) | | (1,749 | ) | | (5,416) | | | (19,063 |
| | | | | | | | | | | | | | | |
| Total Comprehensive Loss | $ | (48,410 | ) | $ | (64,295 | ) | $ | (174,807 | ) | $ | (213,046 | ) | $ | (4,064,539 |
Revenue
We havedo not generated revenues from sales of our Coloured mobile gamesintend to date.
Accounting and Auditing
Accounting and auditing expenses are attributable to the preparation and audit of our financial statements and to our compliance with the reporting obligations under the Securities Exchange Act of 1934.
Accounting and auditing expenses decreasedpurchase any significant equipment during the first half of fiscal 2008 compared to the first half of fiscal 2007 due to less activity during 2008.
Consulting Fees
Consulting Fees are primarily comprised of consulting fees that we pay to Debondo Capital Limited on account of consulting services pursuant to a consulting agreement between the Company and Debondo Capital Limited dated August 1, 2006.
Information Technology
We did not incur any information and technology expenses during the first half of fiscal 2008 nor during the first half of fiscal 2007.
Intellectual Property
We did not incur any expenses on any intellectual property during the first half of fiscal 2008 nor during fiscal 2007. We had determined that the cost of the intellectual property purchased during our fiscal 2006 does not meet the criteria for capitalization as set out in SFAS No. 86.
Legal
Legal expenses are attributable to legal fees paid to our legal counsel in connection with the Company’s statutory obligations as a reporting company under the Securities Exchange Act of 1934 including the preparations and filings of our quarterly reports with the SEC. Legal expenses increased during the first quarter of 2008 due to the financing completed during this period.
Rent
Our rent expense is attributable to amounts paid to Azuracle on account of our rent of share office premises in London, England. Our rent expenses increased slightly during the first half of fiscal 2008 compared to the first half of fiscal 2007 due to increase in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.
Salaries and Wages
Salaries and wages were primarily comprised of salary paid to Lars Brannvall, our sole executive officer and employee. We did not incur any salaries and wages expenses during the first half of fiscal 2008 nor during fiscal 2007. Mr. Brannvall ceased to draw a salary from us since October 1, 2006.
Loss for the Period
Our loss for the first half of fiscal 2008 and the second quarter of 2008 decreased compared to the first half and second quarter of fiscal 2007 due to decreased general and administrative expenses.
Liquidity And Capital Resources
We had cash of $38,811 and working capital deficit of $299,755 as at June 30, 2008. We had cash of $6,311 and working capital deficit of $363,909 as at September 30, 2007.
Plan of Operations
We estimate that our total expenditures over the next twelve months will be approximately $168,000, as outlined above under the heading “Plan of Operations”. We anticipate that our cash and working capital will not be sufficient to enable us to undertake our plan of operations over the next twelve months without our obtaining additional financing. We presently require immediate financing in order that we have the cash necessary for us to continue our operations. We anticipate that we will require additional financing in the approximate amount of $450,000 in order to enable us to sustain our operations for the next twelve months.
We borrowed $30,000 from an investor in April 2008 in order to provide us with working capital to funds our operations.OFF-BALANCE SHEET ARRANGEMENTS
Cash used in Operating Activities
We used cashAs of $298,497 in operating activities during the first nine monthsdate of fiscal 2008 compared to cash generated of $124,804 from operating activities during the first half of fiscal 2007.
Wethis Quarterly Report, we do not have applied cash generated from financing activities to fund cash used in operating activities.
Cash from Investing Activities
We did not use any cash in investing activities during the first half of fiscal 2008 nor during the first half of fiscal 2007.
Cash from Financing Activities
We generated cash of $329,248 from financing activities during the first half of fiscal 2008 compared to cash of $129,642 during the first half of fiscal 2007. This amount was attributable to share subscriptions.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material to stockholders.investors.
| Quantitative and Qualitative Disclosures About Market Risk |
GOING CONCERN
Not applicable.
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation ofThe independent auditors' report accompanying our disclosure controls and procedures as of JuneSeptember 30, 2008 being the date ofand September 30, 2007 financial statements contains an explanatory paragraph expressing substantial doubt about our most recently completed quarter. This evaluation was carried out under the supervisionability 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 with the participation ofsatisfy our Chief Executive Officerliabilities and Chief Financial Officer, Mr. Lars Brannvall. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by uscommitments in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and formsordinary course of the Securities and Exchange Commission (the “SEC”).business.
DisclosureITEM 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 are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission's rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officerpresident (also our principal executive officer) and our Chief Financial Officer,secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
During the fiscal quarter ended June 30, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended June 30, 2008.
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
(a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; |
| |
(b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and |
(c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements. |
PART II – OTHER INFORMATIONAs 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 currently are not acontemplating 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 any material legal proceedingsmonitor our financial reporting process and tointernal control system; (ii) review and appraise the audit efforts of our knowledge, no such proceedings are threatened or contemplated.
Not requiredindependent accountants; (iii) evaluate our quarterly financial performance as we are a “smaller reporting company”, withinwell 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 meaningindependent accountants, management and our Board of the Securities Exchange Act of 1934.
| Unregistered Sales of Equity Securities and Use of Proceeds |
We did not complete any sales of securities without registration under the Securities Act of 1933 during the three months ended June 30, 2008.
| Defaults Upon Senior Securities |
None.
| Submission of Matters to a Vote of Securities Holders |
No matters were submitted to our security holders for a vote during the six month period ended June 30, 2008.
None.Directors.
PART II. OTHER INFORMATION
The following exhibits are included withITEM 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, on Form 10-Q: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.
Exhibit | Exhibits: | |
Number | Description of Exhibit |
3.1(1)
| Articles of Incorporation |
3.2(1)
| Certificate of Amendment to Articles of Incorporation |
3.3(1)
| By-Laws |
10.1(1)
| Agency Exploitation Agreement dated June 30, 2003, between The Mobile Warrior Technology Partnership LLP and LDC Network Limited |
10.2(1)
| Letter Agreement dated effective April 2, 2004, between LDC Network Limited and Coloured UK |
10.3(1)
| Agency Exploitation Agreement dated August 6, 2003, between The Coloured Industry Technology Partnership and Coloured UK |
10.4(1)
| Employment Agreement between Coloured UK and Lars Brannvall dated August 6, 2003 |
Exhibit10.01 | |
Number | Description of Exhibit |
10.5(1)
| Loan Agreement dated October 8, 2003, between Coloured UKRelease and CII |
10.6(1)
| Debt Settlement Agreement dated April 26, 2005, between Coloured UK and CII |
10.7(1)
| Share Exchange Agreement dated May 23, 2005, as amended, among Emcor Holdings Inc., Coloured UK and the stockholders of Coloured UK |
10.8(1)
| Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and CII (Coloured Mobile Games) |
10.9(1)
| Asset Purchase Agreement dated January 31, 2006, between Coloured (US) Inc. and ABS Capital (Mobile Warrior Game) |
10.10(1)
| Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and CISA Holdings APS |
10.11(1)
| Debt Conversion Agreement dated February 28, 2006, between Emcor Holdings Inc. and Dan Simmons |
10.12(1)
| Termination and Release Agreement dated February 28, 2006, among Coloured UK and the Coloured Industry Technology Partnership LLP |
10.13(1)
| Termination and Release Agreement dated February 28, 2006, among Coloured UK and The Mobile Warrior Technology Partnership LLP |
10.14(1)
| Debenture Agreement dated October 8, 2003 between Coloured UK and CII evidencing The indebtedness of Coloured UK under the Loan Agreement |
10.15(1)
| Service Agreement dated August 4, 2004, between Coloured UK and Outlander Management |
10.16(1)
| Reseller Agreement dated February 19, 2004, between Coloured UK and Mtertainment Korea covering the territory of Asia, with exclusivity in Singapore |
10.17(1)
| Reseller Agreement dated February 20, 2004, between Coloured UK and Tele- Publishing UK Ltd. (also known as G8wave) covering the territory of the United Kingdom |
10.18(1)
| Worldwide Reseller Agreement dated February 20, 2004, between Coloured UK and Mocondi Ltd. |
10.19(1)
| Reseller Agreement dated March 13, 2004, between Coloured UK and Mobiletones Asia Pte Ltd. covering the territory of Asia, excluding Singapore |
10.20(1)
| Reseller Agreement dated March 10, 2005, between Coloured UK and Net People International Inc. covering the territory of Latin America (South & Central America), Mexico and the Caribbean |
10.21(1)
| Reseller Agreement dated April 19, 2004, between Coloured UK and Mobilkraft covering the territory of Sweden |
10.22(1)
| Reseller Agreement dated September 27, 2004, between Coloured UK and Nostromo ICT covering the territory of the Czech Republic |
10.23(1)
| Reseller Agreement dated November 25, 2004, between Coloured UK and Voicelock Ltd. (also known as Trust5) covering the territory of the United Kingdom and Ireland |
10.24(1)
| Worldwide Reseller Agreement dated December 12, 2004,2008 between Coloured UKColoured(US) Inc. and Tracebit Ltd |
Exhibit | Karada Ltd. (1) |
Number | Description31.1 | Certification of ExhibitChief 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 10.25(1)Rule 13a-14(a) or 15d-14(a). | Reseller Agreement dated December 22, 2004, between Coloured UK and Mobile Minds covering the territory of Hungary, Slovakia, Czech Republic and Pakistan |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-10.26(1)14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | Reseller Agreement dated February 3, 2005, between Coloured UK and iTech Solutions India PVT Ltd covering the territory of India and the Indian Subcontinent |
10.27(1)
| Subscription agreement between the Company and Sharon Cocker dated April 8, 2005 relating to the Company’s private offering of 500,000 shares |
10.28(1)
| Form of subscription agreement relating to the Company's May 31, 2005 private offering of 4,500,000 common shares at $0.01 per share |
10.29(1)
| Administration Agreement dated July 1, 2005 between Coloured UK and Azuracle Limited |
10.30(1)
| Closing Agreement dated September 30, 2005 amongst Emcor Holdings Inc., and the shareholders of Coloured UK |
10.31(1)
| Form of subscription agreement and amendment agreement relating to the Company’s September 30, 2005 private offering of 677,660 common shares at $0.05 per share |
10.32(1)
| Form of subscription agreement relating to the Company’s March 13, 2006 private offering of 202,000 common shares at $0.25 per share |
10.33(2)
| Consulting agreement dated August 1, 2006 between the Company and DeBondo Capital Limited |
10.34(3)
| Form of Regulation S subscription agreement entered into between the Company with certain Investors on December 17, 2007. |
31.1(4)
| Rule 13a-14(a)/15d-14(a) Certification (CEO) |
| Rule 13a-14(a)/15d-14(a) Certification (CFO) |
32.1(4)
| Section 1350 Certification (CEO) and (CFO) |
| (1) | Filed as anIncorporated herein by referenced to exhibit to the original registration statementfiled with our Current Report on Form SB-28-K as filed with the Securities and Exchange Commission on April 24, 2006. |
(2) | Filed as an exhibit to our annual report on Form 10-KSB filed with the Securities and Exchange Commission on January 4, 2007. |
(3) | Filed as an exhibit to our amendment no. 1 current report on Form 8-K filed with the Securities and Exchange Commission on February 15,December 22, 2008. |
(4) | Filed as an exhibit to this quarterly report on Form 10-Q. |
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 | |
| | /s/ Lars Brannvall | |
| | | Chief Executive Officer andName: Lars Brannvall | |
| | Title: Chief Financial Officer | |
| | | Date: August 14, 2008 | |