10-Q 1 form10-qcoloured.htm FORM 10-Q COLOURED (US) INC. form10-qcoloured.htm
 



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
 
 
Mark One
[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarter ended 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 _______
 
Commission File No. 000-52140

Coloured (US) Inc.
(Name of small business issuer in its charter)
      
      
Nevada
(State or other jurisdiction of incorporation
or organization)
n/a
(I.R.S. Employer Identification No.)
      
      
Suite 3.19, 130 Shaftesbury Avenue
London, England WID SEU
 (Address of principal executive offices)
      
      
+44 (0) 20 7031 1189
(Issuer’s telephone number)
 
n/a
(Address of prior principal executive offices if changed from last filing)
 
      
      
Securities registered pursuant to Section
12(b) of the Act:
Name of each exchange on which
registered:
None
 
      
      
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
with a copy to:
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, 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
Outstanding as of  May 11, 2009
Common Stock, $0.001
73,494,610

COLOURED (US) INC.

Form 10-Q

Part 1   
FINANCIAL INFORMATION
Page
     
Financial Statements
 4
   
   Balance Sheets
 4
      
   Statements of Operations
 5
 
   Statements of Cash Flows
 6
 
   Notes to Financial Statements
 7
     
Item 2.   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 12
      
   
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
20
      
   
Controls and Procedures
20 
     
Part II.
OTHER INFORMATION
 
      
   
Item 1   
Legal Proceedings
22 
      
   
Item 1A   
Risk Factors
 
     
Unregistered Sales of Equity Securities and Use of Proceeds
22 
     
Item 3   
Defaults Upon Senior Securities
22 
      
   
Item 4      
Submission of Matters to a Vote of Security Holders
22 
     
Item 5  
Other Information
22 
      
   
Item 6      
Exhibits
22 
      
   

PART I
ITEM 1. FINANCIAL STATEMENTS

Coloured (US) Inc.
 
(A Development Stage Company)
 
Consolidated Balance Sheets
 
UNAUDITED
 
             
   
As of
   
As of
 
   
March 31, 2009
   
September 30, 2008
 
ASSETS
           
Current Assets
           
Cash of Continuing Operations
    $5,146       $21,181  
Cash of Discontinued Operations
    6,930       6,930  
Total Cash
    12,076       28,111  
Loans Receivable
    3,030          
Other current assets - Discontinued Operations
    -       -  
Total Current Assets
    15,106       28,111  
                 
Rights and Technology
    $-       $-  
TOTAL ASSETS
    15,106       28,111  
                 
LIABILITIES
               
Current Liabilities
               
Accounts payable
    $5,036       $2,835  
Accrued liabilities
    2,250       3,500  
Accrued interest on promissory notes
    1,438       3,108  
Due to related parties
    7,786       0  
Current Liabilities of Discontinued  Operations
    310,396       310,396  
Total Current Liabilities
    326,905       319,840  
                 
Long Term Liabilities
               
Loans Payable
    30,000       62,425  
Total Long Term Liabilites
    30,000       62,425  
                 
STOCKHOLDERS’ EQUITY
               
Preferred Stock
               
Authorized:  5,000,000 shares with $0.001 par value. Issued: Nil
    -       -  
Common Stock
               
Authorized: 100,000,000 common shares with $0.001 par value
               
Issued:  73,494,610 (March 31, 2009)                                       
    73,495       38,649  
                  38,648,660 (September 30, 2008)
Additional paid-in capital
    3,663,710       3,663,710  
Accumulated Other Comprehensive Income (Loss)
    (19,063 )     (19,063 )
Deficit - Accumulated during the development stage
    (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.
 
Coloured (US) Inc.
 
(A Development Stage Company)
 
Consolidated Statements of Operations
 
UNAUDITED
 
                           
Cumulative
 
             
From
 
                           
Incorporation
 
   
For the Three Months
   
For the Three Months
   
For the Six Months
   
For the Six Months
   
May 2, 2003
 
   
Ended
   
Ended
   
Ended
   
Ended
   
to
 
   
March 31, 2009
   
March 31, 2008
   
March 31, 2009
   
March 31, 2008
   
March 31, 2009
 
                               
General and Administrative Expenses
                             
Accounting and auditing
    2,625       21,811       9,675       29,843       252,968  
Amortization & Depreciation
    -       636       -       3,364       28,403  
Bank Charges
    23       -       156       -       232  
Consulting fees
    -       29,927       -       60,604       201,068  
Filing fees, net of recovery
    -       2,612       -       2,980       12,943  
Intellectual properties
    -       -       -       -       3,000,000  
Investor relations
    -       -       -       -       18,250  
Legal
    750       6,575       10,000       28,565       139,793  
Transfer agent fees
    1,700       357       1,911       357       7,508  
Total General and Administrative Expenses
    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
Income (loss) from Discontinued Operations
    -       (4,150 )     -       (8,445 )     (394,753 )
Other Income (Expense)
                                       
Gain on settlement of debt
    -       -       -       20,144       20,144  
Foreign exchange gain (loss)
            (1,428 )             (168 )     (12,027 )
Interest expense
    (375 )     (2,845 )     (750 )     (3,361 )     (12,141 )
Provision for income taxes
    -       -       -       -       -  
Loss for the period
    $(5,473 )     $(70,341 )     (22,491 )     $(117,542 )     $(4,059,941 )
                                         
Comprehensive Loss
                                       
Net Loss
    (5,473 )     (70,341 )     (22,491 )     (117,542 )     (4,059,941 )
Gain (loss) on foreign exchange translation
    -       (316 )     -       (5,357 )     (19,063 )
Total Comprehensive Loss
    (5,473 )     (70,657 )     (22,491 )     (122,899 )     (4,079,004 )
Loss per Share – Basic and Diluted
    $0.00       $(0.00 )     0.00       $(0.00 )        
Weighted Average Shares Outstanding
    73,494,610       34,692,616       59,709,399       32,659,589          
             
The accompanying notes are an integral part of these consolidated financials statements.
 
Coloured (US) Inc.
 
(A Development Stage Company)
 
Consolidated Statements of Cash Flow
 
UNAUDITED
 
   
For the Six Months
   
For the Six Months
   
Cumulative from Incorpration
 
   
Ending
   
Ending
   
May 2, 2003 to
 
   
March 31, 2009
   
March 31, 2008
   
March 31, 2009
 
Operating Activities
                 
Net Loss
    $(22,491 )     $(117,542 )     $(4,059,941 )
Items not involving cash:
                       
Amortization and Depreciation
    -       -       30,502  
Gain on settlement of debt
    -       -       (20,144 )
Interest accrued on promissory notes
    (1,671 )     813       3,067  
Shares issued for debt settlement
    34,846       -       34,846  
Shares for consulting services
    -       -       13,066  
Shares for intellectual properties
    -       -       3,000,000  
Changes in non-cash working capital items:
                       
Loans Receivable
    (3,030 )     -       (3,030 )
Prepaid expenses
    -       2,624       -  
Accounts payable
    2,201       (105,337 )     5,036  
Accrued liabilities
    (1,250 )     (17,387 )     (9,585 )
Effects of current assets in discontinued operation
    -       -       -  
Effects of accounts payable in discontinued operation
    -       3,208       -  
Effects of accrued liabilities in discontinued operations
    -       -       -  
Effects of amounts owing to related parties in discontinued operations
    -       66,312       537,262  
Net cash flows provided by (used in) operations
    8,604       (167,309 )     (468,921 )
                         
Investing Activities
                       
Acquisition of rights and technology
    -       5,463       (28,403 )
Cash acquired in purchase of Emcor Holdings Inc.
    -               127,705  
Net cash flows from investing activities
    0       5463       99,302  
                         
Financing Activities
                       
Loan repayments
    (32,425 )     -       (32,425 )
Loan borrowings
    -               62,425  
Due to related parties
    7,786       -       7,786  
Convertible promissory note
    -       -       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
    -       -       (2,099 )
Effect of foreign rate changes on cash
    -       (5,357 )     (19,063 )
      0       (5,357 )     (21,162 )
                         
Change in Cash
    (16,035 )     32,797       12,076  
Cash - Beginning
    28,111       6,311       -  
Cash - Ending
    $12,076       $39,108       $12,076  
Supplemental Cash Flow Information
                       
   Cash paid for:
                       
     Income Taxes
    $-       $-       $-  
     Interest Paid
    $-       $-       $(95 )
                         
The accompanying notes are an integral part of these consolidated financials statements.
 


Coloured (US) Inc.
(Formerly Emcor Holdings Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2009
 
 
 
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
 
The following is a summary of significant accounting policies used in the preparation of these financial statements.
 
a)
Basis of Consolidation
   
These consolidated financial statements have reclassified the accounts of Coloured Industry Limited since its incorporation on May 3, 2003 as discontinued operations.
 
b)
Use of Estimates
   
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.
 
c)
Development Stage Company
   
The Company is a development stage company as defined by SFAS No. 7. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
 
d)
Foreign Currency Translations
   
The Company’s reporting currency is the U.S. dollar. All transactions initiated in other currencies are re-measured into the reporting currency as follows:
 
· Assets and liabilities at the rate of exchange in effect at the balance sheet date,
· Equity at historical rates, and
· Revenue and expense items at the prevailing rate on the date of the transaction.
 
Translation adjustments resulting from translation of balances are accumulated as a separate component of shareholders’ equity and reported as a component of comprehensive income or loss.
 
e)
Income Taxes
   
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets when it is more likely than not that such assets will not be recovered.
 
f)
Fair Value of Financial Instruments
   
The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

 
 
g)
Segment Reporting
   
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information,” changed the way public companies report information about segments of their business in their quarterly reports issued to stockholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company currently operates in two segments, Western Europe and United States.
 
h)
Stock-Based Compensation
   
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). Before January 1, 2006, the Company accounted for stock-based compensation to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and complied with the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation”.
   
The Company adopted FAS 123(R) using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. As the Company had no invested stock options outstanding on the adoption date the financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. Adoption of SFAS No. 123(R) does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by SFAS 123 (as originally issued) and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.
 
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