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Coloured (US) Inc. – ‘424B4’ on 8/3/06

On:  Thursday, 8/3/06, at 4:18pm ET   ·   Accession #:  1062993-6-2276   ·   File #:  333-133505

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/03/06  Coloured (US) Inc.                424B4                  1:900K                                   Newsfile Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       Prospectus                                          HTML    869K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FILED PURSUANT TO RULE 424(b)(4)
SEC FILE NUMBER 333-133505

COLOURED (US) INC.
a Nevada Corporation

9,898,660 SHARES OF COMMON STOCK

This prospectus relates to the resale of up to 9,898,660 shares of common stock of Coloured (US) Inc. that may be offered and sold, from time to time, by the selling stockholders identified in this prospectus. These shares were issued in four separate private transactions, as follows:

These transactions are described in this prospectus under “Selling Stockholders.”

Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We anticipate seeking sponsorship for the trading of our common stock on the National Association of Securities Dealers OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. The selling stockholders are required to sell our shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices.

We will not receive any proceeds from this offering.

The purchase of the securities offered through this Prospectus involves a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus entitled “Risk Factors” on pages 5 through 11 before buying any of our shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offence.

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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

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SUMMARY

As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our” or “Coloured” refers to Coloured (US) Inc. The following summary is not complete, and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock. All dollar amounts refer to US dollars unless otherwise indicated.

SEC refers to the Securities Exchange Commission. Securities Act refers to the Securities Act of 1933, as amended. Exchange Act refers to the Securities Exchange Act of 1934, as amended.

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OUR BUSINESS

We are engaged in the business of developing and marketing text messaging and location-based gaming entertainment for use on mobile phones. We have developed or hold the rights to six mobile games (the “Coloured Mobile Games”) designed for use with the Short Message Service (“SMS”) text messaging features of a customer’s mobile phone. These games offer the added feature, if available on a customer’s phone, of location-based services (LBS) allowing the user the capability of interfacing with the Internet to play these games in real-time against another player who is located in the user’s vicinity. In addition, some of the games offer additional online interactivity with other users through community-style websites.

Our plan of operations is to commercialize our Coloured Mobile Games through our wholly-owned subsidiary, Coloured Industry Limited (“Coloured UK”). We plan to commercialize our Coloured Mobile Games using two different approaches. The first is to market our mobile games directly to so-called “gateway owners”, or companies that sell mobile phone products and services to the general public. Gateway owners include wireless network provides (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). Under this approach, we would earn revenues from a portion of the fees charged by mobile phone companies to their customers for each SMS message sent by their customers in playing our mobile games. The second approach involves selling to third party resellers, who will market our mobile games to gateway owners at their own cost in exchange for a percentage of the fees we would receive from the SMS messages sent by mobile phone users when playing our mobile games. We are presently initiating sales and marketing activities with the objective of commercializing our Coloured Mobile Games and achieving our initial sales. We have not earned revenues to date and, as such, we are presently a development stage company. Further, we cannot provide any assurance to investors that our sales and marketing efforts will be successful.

We were incorporated on April 5, 2005 under the laws of the State of Nevada as Emcor Holdings Inc. We entered into a letter of intent for the acquisition of Coloured Industry Limited (“Coloured UK”) in April 2005. Coloured UK is a company incorporated under the laws of the United Kingdom on May 2, 2003, and which has been engaged in startup operations relating to the initial commercialization of our mobile gaming software since its incorporation. This letter of intent was superseded by the execution of a share exchange agreement between us and the shareholders of Coloured UK in May 2005. We completed our acquisition of Coloured UK on September 30, 2005 for consideration consisting of 12,000,000 shares of our common stock. During the period from our incorporation to the date of our acquisition of Coloured UK, we were engaged in completing our corporate organization and our initial financings. We completed an initial financing through a private placement of our common stock in May 2005. We completed a further private placement of our common stock in September 2005 concurrent with our acquisition of Coloured UK. We changed our name to “Coloured (US) Inc.” on December 8, 2005 to reflect our acquisition of Coloured UK. We are presently engaged in efforts to commercialize our mobile gaming software through our subsidiary, Coloured UK.

Coloured UK originally acquired the rights to commercially exploit five of our six mobile games pursuant to an agency agreement between Coloured UK and The Coloured Industry Technology Partnership, one of our principal shareholders, dated August 6, 2003. We acquired the intellectual property rights underlying these five mobile games from Colour Industry Inc. (“CII”) on February 28, 2006 for total consideration consisting of 6,000,000 shares of our common stock. Coloured UK was assigned the rights to commercially exploit our sixth mobile game pursuant to a letter agreement between Coloured UK and LDC Network Limited dated September 20, 2004. We acquired the intellectual property rights underlying this mobile game from ABS Global Capital Inc. (“ABS Capital”) on February 28, 2006 as well for total consideration consisting of 6,000,000 shares of our common stock concurrent with the acquisition of the five mobile games referred to above. The agency exploitation agreements pursuant to which Coloured UK originally acquired or was assigned its rights to commercially exploit our mobile games were terminated concurrently with our acquisition of these intellectual property rights.

We presently have limited funds with which to pursue our plan of operations to commercialize our mobile games. We have completed private placement financings as part of our corporate organization and as a condition of our acquisition of Coloured UK. While we plan to apply the proceeds of these private placements towards the commercialization of our mobile games, we anticipate that we will require additional funding in order to market and achieve significant sales of our mobile games. We have no current arrangements for any additional financing and there is no assurance that any additional financing will be obtained. You should read the section of this prospectus entitled “Risk Factors” below prior to investing in our common stock. Our principal risks include the following:

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• We have only been conducting our business operations for a short period of time, during which period our activities have been limited to organization and development activities, and we have not achieved any revenues to date from our mobile games or from sales of SMS text messages created from users playing our games.

• Our business plan to market and sell our mobile games and to generate revenues from sales of SMS text messages created while playing these games is unproven. Accordingly, there is no assurance that we will be able to commercialize our mobile games and achieve revenues through the marketing and sales efforts that we plan to undertake.

• As we have no revenues and very limited funds, we will require additional funding in order to proceed with our plan of operations and there is no assurance that we will obtain this financing.

• There is no assurance that we will be able to enter into arrangements with mobile operators or other gateway owners in who will license our mobile games for fees based on SMS text messages generated by users playing our games.

• Even if we are successful in obtaining additional financing, there is no assurance that we will achieve revenues that will exceed our operating costs and result in us being able to sustain our business operations and achieve profitability.

As a result of these risks and the other risks described in the “Risk Factors” section of this prospectus, there is a significant risk that our business will fail and you will lose all of our your money if you invest in our common stock.

Our principal executive office is located at Suite 5.15, 130 Shaftesbury Avenue, London, England W1D 5EU. Our telephone number is +44(0)20 7031 1189 and our fax number is +44(0)20 7031 1199.

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THE OFFERING

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SUMMARY OF FINANCIAL DATA

The summarized consolidated financial data presented below is derived from and should be read in conjunction with our unaudited consolidated interim financial statements for the six months ended March 31, 2006, our audited consolidated financial statements for the years ended September 30, 2005 and 2004 and for the period from inception (April 5, 2005) to August 31, 2005, including the notes to those financial statements. The financial statements are included elsewhere in this prospectus. Effective September 30, 2005, we acquired 100% of the issued and outstanding shares of Coloured UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of Coloured UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of Coloured UK owning the majority of our issued and outstanding shares. Because Emcor Holdings Inc. (now Coloured (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by Coloured UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of Coloured (US) Inc. are included in our consolidated financial statements effective September 30, 2005. Our date of inception is the date of inception of Coloured UK, being May 2, 2003, and our financial statements are presented with reference to the date of inception of Coloured UK. Financial information relating to periods prior to September 30, 2005 is that of Coloured UK. The summarized consolidated financial data should also be read in conjunction with the section entitled “Plan of Operations” beginning on page 37 of this prospectus. All figures are in U.S. funds.

Balance Sheets

Statements of Operations

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading

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price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION

As we have a limited operating history, and our ability to commercially exploit our mobile gaming software is untested, we may never earn revenues or achieve profitability.

We were incorporated on April 5, 2005 and only recently acquired Coloured UK on September 30, 2005. Coloured UK was incorporated in the United Kingdom on May 2, 2003. We only recently acquired the intellectual property underlying our mobile games in February 2006, and we have no experience as the owner of the software. Our operating history is limited, and to date we have been involved primarily in organisational and development activities. We have not earned any revenues to date, and our ability to commercially exploit our mobile games is untested. We had an accumulated deficit of $3,450,446 as at March 31, 2006. Accordingly, there is no assurance that we will ever achieve revenues or profitability.

As we have yet to establish commercial sales of our mobile games, there is no assurance that we will ever achieve revenues.

Our plan of operation is focused on the commercialization of our mobile gaming software. We have not obtained any sales or distribution for our mobile games to date. Further, our business model to earn revenues from a percentage of fees generated by SMS messages generated by users playing our mobile games is unproven in the marketplace. As we have no current revenues or fee generating arrangements, our ability to achieve revenues and future profitability will depend on our ability to successfully market and sell our games. There is no assurance that we will be able to successfully enter into arrangements with gateway owners for the distribution of our mobile games to users that will result in us earning revenues. We are not able to provide investors with any assurance that we will be able to operate our business successfully or that we will be able to achieve profitable operations. Potential investors should consider the difficulties normally encountered in developing and commercializing new technologies, and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the commercialization process that we plan to undertake. These potential problems include, but are not limited to, the reluctance of mobile gateway operators to accept our business model, the inability of our resellers to sell our games to mobile phone operators, the inability of mobile phone operators to successfully market our games to their customers, and our games not being accepted by mobile phone customers. If we are unsuccessful in addressing these risks, then we will not achieve revenues and our business will most likely fail.

If we are unable to obtain additional financing to execute our plan of operations, then we will not have sufficient funds with which to carry out our plan of operations and our business will most likely fail.

Our plan of operations is to market and sell our mobile games and to generate revenues from sales of SMS text messages created while playing these games. Our planned expenditures over the next year to implement this plan of operations is in excess of our current financial resources. We had cash of $26,879 and a working capital deficit of $83,156 as of March 31, 2006. Even though we recently completed an equity financing in the amount of $100,000 on June 30, 2006, we will not be able to fund our operations beyond the end of September 2006 without additional financing. Accordingly, we will require additional financing in order to carry out our plan of operations. We anticipate that we will pursue equity financings, either through sales of our common stock or sales of convertible promissory notes that are convertible into shares of our common stock, in order to further finance our operations. We presently do not have any arrangements for additional financing in place and there is no assurance that we will be able to arrange for additional financing. If we are not able to arrange for additional financing to cover these additional anticipated expenses, we will not be able to execute our plan of operations with the result that our business may fail and investors may lose a substantial portion or all of their investment.

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If we are not able to enter into arrangements with gateway owners for the distribution of our mobile games, then our plans to achieve revenues from fees based on SMS text messaging traffic generated by users playing our games will fail.

A significant aspect of our business plan involves entering into arrangements, either directly or indirectly through third party resellers, with mobile operators and other “gateway owners” such as mobile operators and other content providers for mobile phones to whom we would license our mobile games for fees based on SMS text messages generated by users playing the games. There is no assurance that gateway owners will enter into these arrangements with us for the distribution of our mobile games. To date, we have approached over thirty gateway owners directly and over an additional twenty gateway owners indirectly through resellers with the objective of securing distribution arrangements, without any success of securing a revenue generating arrangement. We believe that the primary reasons for our lack of success are the facts that we do not have a track record in the industry or any prior sales experience, we do not have personal relationships with the management and employees of the gateway owners and our company does not offer any name brand recognition. We believe that these factors result in a reluctance of gateway owners to enter into arrangements with us, either directly or through our resellers. If we are not able to enter into these arrangements, then our mobile games will not be distributed in order to generate the SMS text messaging traffic from which we plan to earn revenues. Further, even if we are successful in entering into license arrangements with gateway owners, there is no assurance that SMS text messages and corresponding revenues will be generated as our mobile games may not be accepted by users. In this event, we would have to devise a new marketing strategy, with the result that there will be a significantly higher risk that our business will fail.

We have a history of losses and negative cash flows, which are likely to continue unless our products gain sufficient market acceptance to generate a commercially viable level of revenues through SMS text messages sent by players.

Since our inception through March 31, 2006, we have incurred aggregate total comprehensive losses of ($3,460,465). For the fiscal year ended September 30, 2005, we had a loss of ($137,972). For the six months ended March 31, 2006, we had a loss of ($3,154,361). There is no assurance that we will be able to successfully commercialize the Coloured Mobile Games to generate revenues, operate profitability or generate positive cash flow in the future. Further, we also expect an increase in development and operating costs as we undertake our plan of operations prior to achieving revenues, of which there is no certainty. Consequently, we expect to incur continued operating losses and net cash outflows until such time as our mobile games gain market acceptance sufficient to generate a commercially viable and sustainable level of revenues. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as market acceptance of our products, the unpredictability of when customers will order products, the size of customers’ orders, the demand for our products, and the level of competition and general economic conditions.

If our operating expenses are greater than anticipated, then we will have less funds with which to pursue our plan of operations and our additional financing requirements will be greater than anticipated.

Our operating expenses over the past six months have been approximately $25,000 per month, which includes approximately $20,000 per month in legal and auditing and accounting expenses that we have incurred in connection with the preparation and filing of a registration statement with the Securities and Exchange Commission. While we anticipate that our legal and auditing and accounting expenses will decrease during the balance of the fiscal year, we anticipate that our operating expenses will increase as we undertake our marketing and sales activities in accordance with our plan of operations. We anticipate that our operating expenses will decrease to approximately $15,000 per month over the next twelve months. However, we may find that the costs of carrying out our plan of operations prior to achieving revenues are greater than we anticipate. There is also a risk that legal and auditing and accounting expenses will be greater than anticipated. Increased operating costs will cause the amount of additional financing that we require to increase. Investors may be more reluctant to provide additional financing if we cannot demonstrate that we can control our operating costs. There is no assurance that additional financing required as a result of our operating costs being greater than anticipated will be available to us. If we do not control our operating expenses, then we will have less funds with which to carry out our plan of operations with the result that our business may fail.

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As there is a substantial doubt as to our ability to continue as a going concern, there is a significant risk that our business will fail.

As noted in our audited financial statements, we intend to continue funding operations through sales and equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the next fiscal year. Thereafter, we will be required to seek additional funds, either through sales and/or equity financing, to finance our long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results. In response to these conditions, our management intends to raise additional funds through future private placement offerings. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In their report on our annual financial statements for the years ended September 30, 2005 and 2004, our independent auditors included explanatory paragraphs expressing doubt about our ability to continue as a going concern. Our auditors noted that we are dependent upon financing to continue operations, have suffered recurring losses from operations and our total liabilities that exceed total assets. As a result, our auditors stated these matters raise substantial doubt about our ability to continue as a going concern. As a result of these factors, we caution investors that there is a substantial risk that our business may fail.

As Lars Brannvall is our sole executive officer and director, we do not have any independent directors on our board of directors who are able to independently and objectively review decisions made by Mr. Branval in his capacity as our sole executive officer and director.

Mr. Lars Brannvall is our sole executive officer and director. Mr. Brannvall is not an independent director and we have no independent directors who may be able to independently and objectively review decisions made Mr. Brannvall, either in his capacity as sole director or in his capacity as the sole member of our senior management. Mr. Brannvall may, as our sole director, approve transactions on behalf of our corporation in which he has a personal interest. We do not have in place any independent directors who would be able to review these conflicts of interest and provide an objective assessment prior to any transaction in which Mr. Brannvall has an interest being approved by our board of directors. Accordingly, there is a risk that Mr. Brannvall may, in his capacity as sole director, approve transactions in which Mr. Brannvall has a personal interest, but that may not be in our best interests or the best interests of our shareholders.

We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

Our industry is highly competitive and subject to rapid change. Our mobile gaming software allows users to play a variety of SMS-based text messages and location-based games on their mobile phones. We expect to experience competition from companies involved in gaming software technology. We have identified the following companies as competitors as they offer SMS mobile games that may be played by our target market: Mikoishi Studios Pte. Ltd., Mopius, Daydream Software AB, Blisterent Entertainment Inc., Cellular Magic S.S., Cascata Games Limited and SMS Prank (a web site). We believe that many, if not all, of these competitors have greater technical, financial, marketing, sales and other resources than we do. As a result, we believe that our competitors will have more resources with which to market and sell their mobile gaming products to mobile gateway owners. We are currently constrained by our lack of financial and marketing resources which reduces our ability to make contact with and secure arrangements with mobile gateway operators. These constraints mean that our competitors may be able to sell their mobile gaming products and secure arrangements with mobile gateway operators who might otherwise be potential customers to us. Further, we cannot guarantee that our technical and knowledge resources will be able to modify our products fast enough to meet customer and market requirements in the face of new and enhanced mobile games that may be offered by competitors. Such competition may reduce our chances of achieving revenues and profitability, and ultimately adversely affect our ability to continue as a going concern.

Our mobile games may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially

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greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favourably received.

Our mobile gaming software is designed to be distributed seamlessly by mobile operators, and are therefore subject to technology changes and developments that are outside our control. If we are unsuccessful in responding to such changes and developments, the competitiveness of our products will be hurt.

As we anticipate that we will contract out any future software development activities to an independent third party contractor, there can be no assurance that we will be able to continue development work on our mobile games, or that this work will be completed on a timely and cost-effective basis.

We do not have the internal ability to carry out software development work on our products. Accordingly, we anticipate outsourcing future software upgrades and developments on our mobile games to SIA Limited, a private arm’s-length software development company. We do not have any agreements in place with SIA Limited for any current development work. There can be no assurance that SIA will be able to carry out the development work we require when we require it or complete the work on a cost-effective basis. If SIA is unable to carry out our work when we require it or on a cost-effective basis, we will either be forced to find another contractor to provide development services, which may be very difficult to do, or run the risk of not responding to market demands for improvements. This could harm our customer relationships and negatively affect our operating results.

Substantially all our assets and our sole director and officer are located outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole director and officer.

Substantially all of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, our sole director and officer is a resident of the United Kingdom, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against our director and officer.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement.

Our success and ability to compete depends to a significant degree on our mobile games. We hold trademarks for all of the Coloured Mobile Games, however, there is a risk that a competitor or other party may allege that our use of these names is a breach of the trademark or other intellectual property rights of the party. We do not have any patent protection that covers the Coloured Mobile Games. Accordingly, the only measures that we believe will be available to us to protect our mobile games will be based upon a combination of trademark, trade secret and copyright law and our ability to ensure confidentiality of the software source codes through non-disclosure agreements. If any of our competitors copies or otherwise gains access to such proprietary technology or software or develops similar technologies independently, our competitive position will be damaged.

While we believe that we have the rights to exploit the Coloured Mobile Games, there is a risk that other persons may bring actions against us claiming that we have infringed on their intellectual property rights, including claims based upon the breach of patent, or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, may be time-consuming and costly to defend or litigate, may divert our attention and resources, may result in the loss of goodwill associated with our trademarks or may require us to make changes to our technologies. We presently do not have sufficient financial resources to defend any litigation that alleges a breach by us of another party’s intellectual property rights.

As a result of these factors, investors should be aware that we may be unable to protect any intellectual property rights that we have or that we will be able to exploit the intellectual property rights that we do have in order to secure a competitive position in the market-place.

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If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization of our mobile gaming software, we expect to experience growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts, and perform financial and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully manage our operations, if we are successful in commercializing our mobile games. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

If we lose the services of Mr. Lars Brannvall, our sole director and officer, then we may not be able to carry out our plan of operations.

We will be dependent upon the services of Mr. Lars Brannvall, our sole director and officer, to carry out our plan of operations. The loss of the services of Mr. Brannvall could have a serious effect on our ability to execute our business plan and succeed in commercializing our mobile games. If we should lose the services of Mr. Brannvall, we would be forced to hire another person to manage our business and undertake the implementation of our plan of operations. We do not maintain any ‘key man’ insurance on Mr. Brannvall.

If government regulations are adopted that impose additional costs or requirements on our ability to provide our SMS messaging solutions, then our cost of operations may be increased and we may not be able to carry out our plan of operations.

Our industry is highly regulated, and both we and our future customers and clients may be affected by changes in regulation of electrical wireless telecommunication devices and SMS messaging. The indirect impact of changes in regulation could affect our business adversely even though the specific regulations do not apply directly to us or our products. Changing governmental regulations may impose new and different requirements with which our mobile games must comply. We have no control over regulations and regulatory change and cannot guarantee that our mobile games will meet the minimum standards as set out by applicable future regulation. Establishing compliance may be costly and time-consuming and our failure to do so could result in our inability to commercialize our mobile games and carry out our plan of operations. Further, the existence of government regulation in markets into which we may wish to enter may impose prohibitive costs of operation which could result in our determination not to offer our Coloured Mobile Games.

RISKS RELATING TO OUR COMMON STOCK

We have not paid any dividends, and do not foresee paying dividends in the future.

Payment of dividends on the common stock is within the discretion of our board of directors and will depend upon our future earnings, our capital requirements, financial condition and other relevant factors. We have no plan to declare any dividends in the foreseeable future. As a result, you will not earn any dividend or other income from an investment in our common stock. Your sole opportunity to profit from an investment in our common stock will be limited to an appreciation in the market value of the shares that you purchase. There is a significant risk that our common stock will not appreciate in value and that a public market in which you can sell any shares that you purchase will not materialize. Accordingly, you may not be able to recover your investment in our common stock.

There is no active trading market for our common stock, and if a market for our common stock does not develop our investors will be unable to sell their shares.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on

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the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment.

For reasons outside our control, our stock price may be volatile.

The market price of our common stock, if listed, is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

• technological innovations or new mobile gaming products and services by us or our competitors;

• additions or departures of key personnel;

• sales of our common stock;

• our ability to integrate operations, technology, products and services;

• our ability to execute our plan of operation;

• operating results below expectations;

• loss of any strategic partner or relationship;

• industry developments;

• economic and other external factors; and

• period-to-period fluctuations in our financial results.

Because we have a limited operating history with no revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above listed factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock will be subject to the “Penny Stock” Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value off an investment in our common stock.

We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and obtaining future financing. Further, our securities will be subject to the “penny stock rules” adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade “penny stock” to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stock” because of the requirements of the “penny stock rules” and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “penny stock rules”, investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, unanticipated technological developments and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

The safe harbour for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the selling stockholders. All proceeds from the sale of the shares will be for the account of the selling stockholders, as described below in the sections of this prospectus entitled “Selling Stockholders” and “Plan of Distribution.” We will however incur all costs associated with this registration statement and prospectus.

DETERMINATION OF OFFERING PRICE

As there is no public market for our common stock, we fixed the benchmark offering by reference to our most recent private offering of our common stock, which was effected at $0.25 per share. The selling stockholders will sell their common stock at the price of $0.25 per share, until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value.

We have not applied for listing or quotation on any public market. If our common stock becomes publicly traded and a market for the stock develops, the actual offering price of the shares that are the subject of this prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders named in this prospectus.

DILUTION

The common stock to be sold by the selling stockholders is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering all of the 9,898,660 shares of common stock offered through this prospectus. The selling stockholders acquired these shares of common stock in the following transactions:

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We have agreed to register the resale of the 344,000 shares issued in the February 28, 2006 debt conversion.

The following table provides, as of June 30, 2006, information regarding the beneficial ownership of our common stock by each of the selling stockholders, including:

Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to “Shares Beneficially Owned After the Offering” assumes the sale of all of the shares offered by this prospectus and no other purchases or sales of our common shares by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all shares or rights to these shares. Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

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PLAN OF DISTRIBUTION

TIMING OF SALES

The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of our company in making decisions with respect to the timing, manner and size of each sale.

NO KNOWN AGREEMENTS TO RESELL THE SHARES

To our knowledge, no selling stockholder has any agreement or understanding, directly or indirectly, with any person to resell the shares covered by this prospectus.

OFFERING PRICE

The selling stockholders will sell their shares at an offering price of $0.25 per share until our shares are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market. Thereafter, the sales price offered by the selling stockholders to the public may be:

Our common stock is not currently listed on any national exchange or qualified for trading on any electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or to qualify our shares for trading on any electronic quotation system. If our common stock becomes publicly traded, then the sales price to the public will vary according to the selling decisions of each selling stockholder and the market for our stock at the time of resale.

MANNER OF SALE

The shares may be sold by means of one or more of the following methods:

The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares

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as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.

If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker-dealers acting as underwriters.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

SALES PURSUANT TO RULE 144

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

REGULATION M

The selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular we will advise the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.

Accordingly, during such times as a selling stockholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, the selling stockholder must comply with applicable law and, among other things:

In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

PENNY STOCK RULES

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “institutional accredited investors.” The term “institutional accredited investor” refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the SEC, obtain from the customer a signed and dated acknowledgement of receipt of the disclosure document and to wait two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer

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quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

EXPENSES OF REGISTRATION

We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $40,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

LEGAL PROCEEDINGS

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officer and director and his age as of June 30, 2006 are as follows:

Mr. Brannvall has not been a director of any reporting company under the Exchange Act or any other publicly traded company. The following describes the business experience of Mr. Lars Brannvall, our sole director and executive officer.

Lars Brannvall is our president, secretary, treasurer and sole director, having been appointed to those roles concurrent with the closing of our acquisition of our subsidiary, Coloured UK on September 30, 2005. Mr. Brannvall has been the managing director of Coloured UK since August 15, 2003, and continues to serve in that capacity. His focus is on our distribution and sales channels, building relationships with mobile operators, portals, media houses, resellers and agents to create new opportunities for the company and its products.

Prior to joining Coloured UK, Mr. Brannvall was the Business Development Manager at LDC Network Limited, a UK-based mobile gaming company, from July 2002 until June 2003. He was also the European Marketing and Business Development Manager for Pricejamieson, a UK-based recruitment consultant, for the period from August 2000 until February 2002. In his career, Mr. Brannvall has over 10 years of experience in sales, marketing and international business development with various companies in the recruitment and hospitality industries, in addition to his experience in the wireless industry. He has a Bachelor of Arts in Business Management and Economics from Orebro University, Sweden.

Mr. Brannvall currently devotes his full-time efforts to our business.

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TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than Lars Brannvall, our president, chief executive officer and sole director.

COMMITTEES OF THE BOARD OF DIRECTORS

At present, we do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, we will consider seeking suitable candidates for election as directors, and establishing various committees, during the current fiscal year.

FAMILY RELATIONSHIPS

We do not currently anticipate the election or appointment as directors and officers of our company any persons who are related to each other or to our existing officer and director.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers and control persons have been involved in any of the following events during the past five years:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 30, 2006 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our officers, and (iv) our officers and directors as a group. Each stockholder listed possesses sole voting and investment power with respect to the shares shown.

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and the partnership. The administrator is responsible for the administration of the business of the partnership and, subject to the partnership’s operating agreement, makes decisions regarding management of the business of the partnership. Accordingly, Mr. Paul Carter exercises voting and investment control over the securities held by The Mobile Warrior Technology Partnership LLP.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision of our articles of incorporation or our by-laws, the operation of which may at a subsequent date result in a change of control of our company.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, and 5,000,000 shares of preferred stock, with a par value of $0.001 per share. As of June 30, 2006, there were 30,623,660 shares of our common stock issued and outstanding held by 63 stockholders of record. We have not issued any shares of preferred stock.

COMMON STOCK

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or as provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing one-percent (1%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefor. See “Dividend Policy.”

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our common stock will be entitled to receive pro rata all of our assets available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

Our board of directors is authorized by our articles of incorporation to divide the authorized shares of our preferred stock into one or more series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

WARRANTS

As of the date of this prospectus, there are no outstanding warrants to purchase our securities. We may, however, issue warrants in the future.

OPTIONS

As of the date of this prospectus, there are no options to purchase our securities outstanding. We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

CONVERTIBLE SECURITIES

As of the date of this prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. We may, however, issue such convertible or exchangeable securities in the future.

LEGAL MATTERS

Lang Michener LLP, Barristers and Solicitors, our independent legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

EXPERTS

The financial statements included in this prospectus and registration statement have been audited by Staley, Okada & Partners, Chartered Accountants, an independent public accounting firm registered with the United States Public Company Accounting Oversight Board, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. These financial statements are included in reliance upon the authority of said firm as experts in auditing and accounting.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant, nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Nevada corporation law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification can cover expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such a person in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Nevada corporation law also provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defence of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defence. Our Articles of Incorporation and our by-laws authorize our company to indemnify our directors and officers to the fullest extent permitted under Nevada law, subject to certain enumerated exceptions.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

ORGANIZATION SINCE INCORPORATION

We were incorporated on April 5, 2005 as Emcor Holdings Inc. under the laws of the state of Nevada. On the date of our incorporation, we appointed Sharon Cocker as our President, Secretary, Treasurer and sole director. Sharon Cocker is also one of our promoters. Ms. Cocker participated in a private placement of our securities on April 8, 2005, purchasing 500,000 shares at a price of $0.001 per share for total proceeds of $500.

We entered into a letter of intent to acquire all of the issued and outstanding shares of Coloured UK on April 18, 2005. The letter of intent contemplated our acquisition of Coloured UK subject to our raising a minimum of $200,000, which was subsequently reduced by amendment to $125,000. In furtherance of this requirement and in order to enable us to negotiate a definitive share purchase agreement, we completed a private placement of 4,500,000 shares of our common stock at a price of $0.01 per share for proceeds of $45,000 on May 31, 2005.

We entered into a definitive share exchange agreement with Coloured UK and the shareholders of Coloured UK, including Mr. Lars Brannvall, our sole director and executive officer, on May 23, 2005, as amended on June 30, 2005. The share exchange agreement originally contemplated a closing date of June 30, 2005. The closing date was extended by agreement in order to provide Coloured UK with more time to obtain necessary corporate approvals and to provide us with more time to raise the required financing.

During the period from our incorporation to the date of our acquisition of Coloured UK, we were engaged in completing our corporate organization and our initial financings. We acquired all of the issued and outstanding shares of Coloured UK pursuant to the share exchange agreement on September 30, 2005 in consideration of the issue of an aggregate of 12,000,000 shares of our common stock to the shareholders of Coloured UK. Upon

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completion of this share exchange transaction, Mr. Brannvall was issued 1,408,720 shares of our common stock in exchange for his shares in Coloured UK. CII was issued 9,947,292 shares of our common stock. Outlander Management Ltd. (“Outlander Management”), a private corporation that provided administrative services to Coloured UK, was issued 574,992 shares of our common stock. Concurrent with closing, Coloured UK’s managing director, Lars Brannvall, was appointed as our sole executive officer and director to replace Sharon Cocker. CII subsequently transferred 4,175,000 shares to four of the selling shareholders named herein in private transactions.

We completed a private placement of 677,660 shares of our common stock at a price of $0.05 per share on September 30, 2005 for total proceeds of $33,883. This financing completed concurrently with our acquisition of Coloured UK.

On February 28, 2006, we acquired the intellectual property rights to our six mobile games concurrently from CII and ABS Capital by separate asset purchase agreements, both dated January 31, 2006, for total consideration of 12,000,000 shares of our common stock, one-half to each of CII and ABS Capital. Concurrent with the completion of this acquisition, CII transferred 6,000,000 shares of our common stock to The Coloured Industry Technology Partnership 2 LLP as part of its arrangement to re-acquire five of the six mobile games from The Coloured Technology Partnership 2 LLP. At this same time, ABS Capital transferred its 6,000,000 shares of our common stock to The Mobile Warrior Technology Partnership LLP as part of its own arrangement to re-acquire the sixth mobile game from The Mobile Warrior Technology Partnership LLP. Concurrent with these acquisitions, we converted $86,000 in outstanding loans into 344,000 shares of our common stock at a price of $0.25 per share.

On March 13, 2006, we issued 202,000 shares of our common stock in a private placement at a price of $0.25 per share for gross proceeds of $50,500.

Ms. Cocker, Mr. Brannvall, CII and Outlander Management are considered promoters of our company, having taken initiative in organizing our current business.

DESCRIPTION OF BUSINESS

CORPORATE ORGANIZATION

We are a development stage company incorporated on April 5, 2005 under the laws of the State of Nevada as Emcor Holdings Inc. We operate through our wholly-owned subsidiary, Coloured UK. We changed our name to “Coloured (US) Inc.” effective December 8, 2005, to reflect our acquisition of Coloured UK and its business. Coloured UK was incorporated under the laws of England and Wales on May 2, 2003.

OVERVIEW

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.

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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, 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.

CORPORATE ORGANIZATION OF COLOURED UK

Incorporation

Coloured UK was incorporated in the United Kingdom on May 2, 2003. The founding shareholders of Coloured UK were CII, Outlander Management Ltd. and four businessmen including Lars Brannvall, the managing director of Coloured UK and our sole director and officer. CII is a private Antiguan corporation that is now one of our principal shareholders. Outlander Management is a private corporation that is now one of our shareholders.

Ownership and Licensing of the Coloured Mobile Games

Mobile Warrior

One of our six mobile games, entitled Mobile Warrior, was developed by TrackWell Software, a mobile software development company located in Iceland. TrackWell is a third party that is also at arm’s length to both ourselves and ABS Global Capital Inc. ABS Global Capital Inc. acquired the rights to the Mobile Warrior game in March 2003. ABS Global Capital Inc. subsequently sold the intellectual property rights to Mobile Warrior game to The Mobile Warrior Technology Partnership LLP, also in March 2003. The Mobile Warrior Technology Partnership then entered into an agency exploitation agreement, as described below, with LDC Network (“LDC Network”) on March 31, 2003. LDC Network assigned its rights under that agreement to Coloured UK effective April 2, 2004.

Remaining Games

The five remaining mobile games to which we currently hold the rights were originally developed by BF Studios AB of Sweden (“Blue Factory”). Blue Factory is a third party that is also at arm’s length to both ourselves and CII. CII acquired the five mobile games in March 2003 and subsequently sold the five mobile games to The Coloured Industry Technology Partnership LLP, also in March 2003. The Coloured Technology Partnership LLP then granted a license on August 6, 2003 to Coloured UK to exploit those intellectual property rights.

Each of the licenses held by Coloured UK as described above was terminated on February 28, 2006, upon our acquisition of the games as described below.

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Agency Exploitation Agreements

Mobile Warrior

LDC Network entered into an agency exploitation agreement on March 31, 2003 with The Mobile Warrior Technology Partnership LLP. Under the agency exploitation agreement, LDC Network was appointed as the agent of the licensee for the purpose of undertaking the commercial exploitation of the license rights. LDC Network was obligated to carry out the commercial exploitation of the mobile warrior technology platform and to use its best efforts to achieve an exploitation result in accordance with an agreed upon exploitation forecast. The Mobile Warrior Technology Partnership LLP agreed to pay to LDC Network an amount equal to 25% of the net profit of the partnership derived from the exploitation of these license rights. LDC Network Limited did not realize any gross income from the exploitation of the mobile warrior technology platform during the term of the agency exploitation agreement.

LDC Network assigned its rights under that agreement to Coloured UK effective April 2, 2004. Coloured UK did not realize any gross income from the exploitation of the mobile warrior technology platform during the balance of the term of the agency exploitation agreement.

The agency exploitation agreement was terminated on February 28, 2006 concurrently with our acquisition of the Mobile Warrior game.

Remaining Games

Coloured UK entered into an agency exploitation agreement on August 6, 2003 with The Coloured Industry Technology Partnership LLP. Under the agency exploitation agreement, Coloured UK was appointed as the agent of the licensee for the purpose of undertaking the commercial exploitation of the license rights. Coloured UK was obligated to carry out the commercial exploitation of the five mobile software games and to use its best efforts to achieve an exploitation result in accordance with an agreed upon exploitation forecast. The Coloured Industry Technology Partnership LLP agreed to pay to Coloured UK an amount equal to 25% of the net profit of the partnership derived from the exploitation of these license rights. Coloured UK did not realize any gross income from the exploitation of the mobile warrior technology platform during the term of the agency exploitation agreement. The agency exploitation agreement was terminated on February 28, 2006 concurrently with our acquisition of the intellectual property rights to the five mobile software games.

ACQUISITION OF THE COLOURED MOBILE GAMES

Mobile Warrior

We purchased the intellectual property rights to the Mobile Warrior game from ABS Capital on February 28, 2006 pursuant to an intellectual property asset purchase agreement between us and ABS Capital dated January 31, 2006. This acquisition followed the concurrent re-acquisition by ABS Capital of the Mobile Warrior game from The Mobile Warrior Technology Partnership LLP. We issued 6,000,000 shares of our common stock to ABS Capital in consideration of the transfer to us of the Mobile Warrior game. ABS Capital in turn transferred these 6,000,000 shares of our common stock to The Mobile Warrior Technology Partnership LLP in connection with its concurrent acquisition of the Mobile Warrior game from The Mobile Warrior Technology Partnership LLP. This transfer was completed pursuant in accordance with Rule 903 of Regulation S of the Securities Act of 1933. The Mobile Warrior Technology Partnership LLP is a limited liability partnership that is at arm’s length to ABS Capital Inc. The Mobile Warrior Technology Partnership LLP became one of our principal shareholders as a result of the completion of these transactions.

Remaining Games

We purchased the intellectual property rights to the remaining five Coloured Mobile Games from CII on February 28, 2006 pursuant to an intellectual property asset purchase agreement between us and CII dated January 31, 2006. This acquisition followed the concurrent re-acquisition by CII of these five mobile games from The Coloured Industry Technology Partnership 2 LLP. We issued 6,000,000 shares of our common stock to CII in consideration of the transfer to us of these five mobile games. CII in turn transferred these 6,000,000 shares of our common stock to The Coloured Industry Technology Partnership 2 LLP in connection with its concurrent acquisition of these five mobile games from The Coloured Industry Technology Partnership 2 LLP. This transfer was completed pursuant in accordance with Rule 903 of Regulation S of the Securities Act of 1933. The Coloured Industry Technology

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Partnership 2 LLP is a limited liability partnership that is at arm’s length to CII. The Coloured Industry Technology Partnership 2 LLP became one of our principal shareholders as a result of the completion of these transactions.

Initial Financing of Coloured UK

Coloured UK’s initial corporate activities were funded by CII. Coloured UK entered into a loan agreement dated October 8, 2003 with CII whereby CII agreed to extend a secured loan facility to Coloured UK in the maximum amount of ₤120,000 ($199,211.16, based on the foreign exchange rate on October 8, 2003 of $1.6601: ₤1.0000) . As at April 26, 2005, Coloured UK’s outstanding debt to CII under the secured loan facility was ₤108,450 ($206,722, based on a foreign exchange rate on April 26, 2005 of $1.9062: ₤1.0000) . Coloured UK and CII entered into a debt settlement agreement on April 26, 2005 whereby the outstanding debt was settled by the issuance to CII of 1,075,000 Ordinary A shares in the capital of Coloured UK at a deemed value of ₤0.1009 per share. CII subsequently exchanged these shares for 6,181,121 shares of our common stock upon completion of the share exchange agreement on September 30, 2005.

Outlander Management Contract

Outlander Management entered into a service agreement with Coloured UK on August 4, 2004 whereby Outlander Management provided administrative, legal administration and financial services, and marketing and sales support and advice to Coloured UK. The purpose of the services agreement was to enable Coloured UK to obtain administrative and related services that would enable Coloured UK to pursue its business without incurring all of these costs directly. The administrative services included the use of shared office space. Legal administration services included maintaining Coloured UK’s registered office, providing the services of a company secretary and making statutory filings. Financial services include bookkeeping and maintaining management accounts and statutory accounts. Coloured UK paid to Outlander Management an amount equal to ₤500 per month ($869.65 per month based on a foreign exchange rate on March 31, 2006 of $1.7393: ₤1.0000) in consideration for the provision of these services.

The Outlander management contract was terminated on June 30, 2005, at which time we entered into a new management contract with Azuracle, as described below.

Azuracle Management Contract

We entered into a management contract with Azuracle on July 1, 2005 concurrent with the termination of the Outlander Management service agreement described above. Under the Azuracle management contract, Azuracle provides us with office space in shared office premises and administration services, including telephone, reception and Internet access services. Presently, Azuracle is charging us a monthly management fee of ₤500 per month ($869.65 per month based on a foreign exchange rate on March 31, 2006 of $1.7393: ₤1.0000) . Additional legal administration, financial, marketing and sales, meeting room, stationary and information technology support services are to be provided by Azuracle upon our request, at agreed upon rates.

INDUSTRY BACKGROUND

Text messaging (SMS) was created during the late 1980s to work with GSM (Global System for Mobile Communications), the digital technology which is the basis for most modern cell phones. This technology was defined as the standard in 1989 by the European Telecommunications Standards Institute (ETSI). It is widely believed that the first SMS was sent in December of 1992 from a personal computer to a mobile phone on the Vodafone GSM network in the United Kingdom. In 1994, SMS became a commercially available product to mobile subscribers. Today there are GSM networks in approximately 220 countries worldwide.

In Europe, SMS was quickly adopted as an effective means of communicating between two parties, and as a less expensive alternative to voice calls. The youth market was the fastest adopter of SMS. Mass-market acceptance grew quickly as the user base expanded beyond the youth segment. The European success with SMS-services spread to the rest of the wireless world in the nineties, and was soon adopted in most markets. The last large region to adopt the concept of messaging has been North America, but the growth in numbers of messages sent in the US and Canada has been similar to the European experience. The tremendous growth of SMS around the world is the result of high growth in mobile penetration in most markets, general adoption of the concept among a broad range of user groups and the launch of value-added services. Consumers worldwide have accepted SMS as an alternative to direct voice communication, and the greatest usage of traffic is generated by consumer applications.

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SMS has also offered opportunities to strengthen customer loyalty and generate significant additional revenue streams through the development of other SMS services, including personalized ring tones, games and simple information requests such as weather reports.

The mobile gaming market is evolving as many mobile operators are offering third party service providers such as ourselves access to the location of their users in a similar manner that they provided third parties access to their networks for sending SMS text messages or supplying mobile phone ringtones.

Market for the Coloured Mobile Games

Text messaging and game-playing are two of the most popular uses of today’s mobile phones. Recently, mobile phone users have seen the introduction of games that utilize the SMS features of their phones. We believe that the market for location-based SMS mobile gaming is poised for substantial growth. Our multi-player, location-based SMS games are intended to represent the next level in the development of this market. Our games offer users a more interactive experience and the opportunity to become part of an online community.

The Coloured Mobile Games

The Company’s goal is to provide SMS-based mobile entertainment to owners of mobile phones on the GSM networks. Our software consists of multi-player, location based mobile action and role-playing games. We currently own six such mobile games, each of which is fully developed and ready for market. Our mobile games are hosted on two different servers. Mobile Warrior is hosted by agreement on a server owned by TrackWell, the Icelandic company that developed this game. The other five mobile games we own are hosted on our own server which is located in space rented from Internet Border Technologies AB, a Swedish computing services company. These games feature location-based service (LBS) technology which allows users the ability to play the games against other registered players located in the user’s vicinity. The physical location of the user therefore has a direct impact on the ongoing play of the game. The result is a new dimension of interactivity in game play through a web-based community of similar users. A graphical representation of the connections between the servers and a player’s mobile phone is as follows:

LDT (Location Determination Technology) in the diagram refers to software which permits the player to utilize the LBS features of our games. This service is provided to companies providing mobile phone services such as ours. The SMS-C gateway is the connection point between our server and a particular player’s wireless network provider (represented by the GSM Network in the above diagram). The SMS-C gateway provides a number of services, in particular the regulation of the transfer of text messages to mobile phones via the wireless network provider. There are a number of companies that aggregate gateway connections to the SMS-C’s, ensuring a single point of access to a global network of SMS gateways and wireless network providers.

All our games are played entirely by text messages sent between players via our servers, and do not require any software to be downloaded onto a player’s mobile phone. Players do not have any direct communication with each other, protecting each player’s identity and privacy, while still having a completely interactive experience through the game. To illustrate, each player will go through the following series of steps:

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The games drive revenue-generation through the use of text messages by the players who are charged by their wireless network provider for the text messages they send, a portion of which we intend to receive by agreement with the gateway owner through which the player registered to play.

Our games have been designed with the objective that they are quick to learn, each requiring only the memorization of a few simple commands which they communicate by text message to our servers, and enjoyable to play. The user can access registration and support information either through their mobile phone or, for most of our games, on the Internet. Several of the games are designed to enable each user to enjoy the added benefit of joining and interacting with a community of users with similar game-playing interests. Our games can also support Multimedia Messaging Service (MMS) technology, which will eventually allow the addition of sound, graphics and even video to our existing games.

Overview of our Games

We currently hold the rights to six mobile multiplayer games, which are briefly described below:

Flirtylizer

Flirtylizer allows a user to send pre-set text messages to another user’s mobile phone to allow chat with another user they know without that other user knowing the identity of the person sending the message. The receiver gets a text message informing him or her that someone they know is flirting with them, and they must correctly guess the sender’s identity in order to have it revealed. Both parties then receive a message confirming that the receiver has correctly guessed the identity of the sender.

Voodolizer

Voodolizer provides a casual spin on the idea behind Flirtylizer. The receiver will get text message “spell” saying that something will happen to their mobile phone (for example, all the phone numbers stored in the receiver’s

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mobile phone will be deleted) unless the receiver can “throw the spell” by guessing the sender’s identity with a text message. If the guess is correct, both parties are informed that the spell has been lifted.

Banana Battle

Banana Battle is a simple duelling game where players must hit their opponents with a banana by guessing the distance between themselves and their opponents by text message. Players send their guess as to their distance to the other player by text message, with the computer automatically sending back responses after each throw (hit or miss), until one player correctly guesses the distance and hits their opponent, ending the game.

Get Nessie!

Players of Get Nessie! try to become the top ranked scientist by catching the Loch Ness Monster. Doing so requires a player to send text messages containing coordinates for the placement of sonar buoys in the lake in which Nessie lives and analyzing the data that comes back from the server via text message. The lake is full of things other than Nessie, and a player has a choice of several actions they may take with the information received, such as attempting to take pictures of whatever they find or try catching it. Players can check our website at any time to see the latest news on their progress in the hunt.

Mobile Warrior

Mobile Warrior is a battle game set in the Viking era. Players initially register and create a character for the game on our website, choosing their weapons and armour from a list provided. The player then sends a simple text message to our server when they want to play the game. The LBS feature of the game determines what other potential players are located in the sender’s vicinity, and our server communicates this information to the sender by a text message. Players can then choose whom they wish to challenge to a duel by sending a text message back to the server, which then informs the player chosen. That player may then choose whether or not they wish to play at that time. If they decline, they will lose points and drop in the overall ranking of players playing the game. If they accept, the game begins and both players attempt to defeat the other with attack commands sent by text message to the server. Battles generally consist of between five and eight text messages per player. Outcomes depend on a number of factors including each player’s weapons, armour, experience, choice of commands and other such factors.

Players collect points by winning battles, which they may redeem on our website for better weapons and armour. The game is supported by our website on which players can check their ranking against other players, see the results of other battles and change their weapons, armour and other features of their characters.

Hunters & Collectors

Hunters & Collectors is a “soft” battle game where players duel each other with weapons such as sticks and water balloons. It is similar to Mobile Warrior in the manner in which players register and play, but with a less battle-like tone. Players initially register and create a character for the game on our website, and then challenge and battle players in the same manner as with Mobile Warrior. This game is also supported by a website on which players can check their ranking against other players and see the results of other battles.

Development Of Our Mobile Games

Our mobile games were all developed during the period from 2000-2002. Mobile Warrior was developed by TrackWell Software and continues to be hosted on their server by agreement with us, while the others were developed by the Swedish company Blue Factory. Each development company sought distribution for the games they developed. Blue Factory’s games were available in 2001 and 2002 to mobile phone users in Europe through a number of operators including Vodafone, T-Mobile (UK and Germany), Telia (Sweden), i100 (Hong Kong), TIM (Italian), and Sonera Zed (Finland). None of the games achieved widespread commercial success; we believe this was due to a variety of factors, including the lack of an existing LBS infrastructure among mobile operators, the market’s relative unfamiliarity with MMS technology and under-funded marketing efforts.

On April 2, 2004, Coloured UK was assigned an agency exploitation agreement for the intellectual property rights relating to the sixth Coloured Mobile Game, Mobile Warrior. On August 6, 2003, Coloured UK entered into an agency exploitation agreement whereby it undertook to commercially exploit five of the six Coloured Mobile Games on behalf of The Coloured Technology Partnership. Lars Brannvall was hired as managing director of Coloured UK

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effective August 15, 2003 with a view to establishing a commercially viable sales and marketing plan for the distribution and sales of our mobile games. At the time Coloured UK acquired the rights to exploit our mobile games, the games were fully developed and ready for commercial roll-out.

Current Status of Development and Future Plans

Each of our games is currently fully developed and ready for commercial roll-out.

In 2004, we commissioned SIA Limited, a UK-based software developer, to develop a test version of a software program that could be downloaded onto the mobile phone of anyone playing our Mobile Warrior game. This program utilizes the advanced MMS graphics capabilities that most mobile phones currently support to add graphics to Mobile Warrior. Rather than typing their text messages into their phones, players will be able to choose their commands from a list. Players will also see graphical representations of their characters, and other such features that will enhance their playing experience. The test program was successful, and we intend to add this feature to Mobile Warrior as we secure additional funding.

We also intend to have the most popular of our games translated into languages suitable for other foreign markets once we have secured the necessary funding. Our initial plans call for translations of one or more of the Coloured Mobile Games into Spanish, German and French.

We do not have the internal ability to carry out any software development work on our mobile games should we decide in the future that such work is necessary. We anticipate engaging SIA Limited for any future software development work we might decide to undertake. We presently do not have any agreements with SIA Limited in place for any current or future software development work.

Our Business Model

Our success will depend on our ability to establish a distribution network for our games. Due to the high cost and relatively low efficiency of marketing directly to our target market, we intend to approach gateway owners serving mobile markets, either directly or through third party resellers and agents who will leverage their industry contacts to sell our games in exchange for a portion of the revenues generated from text messages sent in connection with our games. This approach is illustrated below:

While we plan to pursue gateway owners as part of our plan of operations, we are in the early stages of the commercialization of our games. Accordingly, there is no assurance that our business model will be successful. Further, we may elect to change our business model in response to our success or lack of success in pursuing commercialization of our games.

Gateway Owners

Gateway owners include wireless network providers (such as Vodafone, Orange, T-Mobile, Sprint), Internet portals (MSN and Lycos) or other specialized websites which provide content for mobile phone users for which they have revenue-sharing agreements with various wireless network providers (MonsterMob), and a variety of media companies that may produce television programs or publish or distribute newspapers, websites or other forms of media in which mobile products and services are generally advertised (Bertelsmann and Bonnier). In addition to mobile phone service, these gateway owners provide or advertise a wide range of products and services to our

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target market, including ringtones and games, and in doing so have established themselves as destinations for members of our target market looking for entertainment to use with their mobile phones.

Under our business model, gateway owners would agree to distribute our games through their particular media and would be responsible for the marketing of our games to their customers. If the gateway owner in question is not a wireless network provider, they would also be responsible for setting up the billing arrangements with the wireless network providers they deal with. Gateway owners promote their products and services in a variety of ways. We expect that the primary methods through which our games would be marketed would be print and Internet advertisements. Although we expect that the precise terms of the agreements will vary, our objective is to secure fees that would be not less than 25% of the revenue derived from text messages generated through the playing of our games.

Resellers

Given the early stage of development we are at and because of the time and expense required in marketing directly to gateway owners, we intend to use agents and third party resellers to market our games at their own cost to gateway owners while we build an internal sales force. Under this business model, the goal of our resellers would be to enter into sub-license agreements with gateway owners located in their particular territory. Those sub-license agreements would specify the division of the fees received from each text message sent in connection with our games between the gateway owner and the reseller.

Through Coloured UK, we have entered into a number of reseller agreements with agents and resellers located around the world. Each of these agreements grants the reseller in question non-exclusive rights (unless otherwise specified) to a particular market territory. The agreements also contain standardized terms setting out the rights and obligations of each reseller, and specify any applicable set-up costs and the fees to be paid to Coloured UK by the reseller in connection with the use of our games. All the agreements are for a term of one year from the date they were signed, and are automatically renewed for additional one year periods unless otherwise terminated by either party. Details of the unique terms of the individual agreements are as follows:

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To date, we have not been successful in generating any revenues from these reseller agreements.

We also have a marketing co-operation agreement through Coloured UK with Ericsson AB under which Ericsson has agreed to provide us with access to their Ericsson Mobility World members network, as well as introductions to potential customers and invitations to participate with them in various marketing events. We have agreed to pay Ericsson 15% of the gross revenues generated from the use of our games by their customers. The agreement was signed on May 14, 2004 and runs for a period of two years with automatic renewals until terminated by either party. We intend to continue seeking such strategic partnerships for the distribution of our games worldwide.

MARKETING STRATEGY

Overview

We plan to implement a sales and marketing strategy with the objective of signing our first distribution agreements with gateway owners for our games. In addition to licensing our games directly to such gateway owners for distribution, we intend to continue our current relationships with various agents and third party resellers to distribute our games to gateway owners with whom they have already established relationships. Once we are able to secure the necessary financing, we plan to begin the process of hiring additional personnel and building an internal sales network for the support of our distribution strategy. There is no guarantee we will secure sufficient funding to build such a network.

Marketing

Our first challenge will be to use our third party resellers to build a base of gamers who play our mobile games. Once this has been achieved, we plan to promote viral marketing efforts with that base of gamers. We recognize that in the gaming community, current players are often the most effective and cost-efficient promoters of the games they enjoy to new players. Because our games are all designed to support multiple players and utilize the concept

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of gamer communities, we believe they lend themselves very well to this kind of marketing. Our strategy is to encourage gateway owners to use other products and services they promote and sell as prizes for players who successfully encourage others to try our games.

Another cost-effective method of marketing our games is by partnering with resellers to market our games at industry trade shows. These trade shows provide a convenient forum to demonstrate our games to numerous gateway owners as well as explaining to them how our games can be integrated into their current product offering. We expect to have strong support for this idea, as resellers generally seek to offer multi-dimensional product lines appealing to a wide variety of customers at such shows. We have identified trade shows located in a number of European cities in which we would attempt to participate including London, Barcelona, Los Angeles and Singapore.

Pricing and Revenue Generation

Set Up, Adaptation and Installation Costs

We may charge gateway owners fees in connection with the costs of set-up, hosting and maintenance adaptation and installation of our games, as well as for any upgrades of the games or their operations which we may develop in the future. These fees will be dependent on each gateway owner’s environment and requirements. To encourage gateway operators and resellers to offer our games, we do not intend to charge fees which exceed our costs to any large degree.

Revenue-Sharing

We do not anticipate that users of our mobile games will pay us directly to play them, nor is our infrastructure set up to support this. Rather, we will generate revenue through revenue-sharing agreements with gateway operators and resellers based on revenue received by those parties from the text messages generated by players playing our games. There are a number of ways that mobile phone users may be charged for sending text messages while playing our games, but the most common ones will likely be:

Our revenue-sharing model is based on SMS messages sent by a player while playing our games, under which we anticipate that we would typically earn a fixed percentage of either the price paid per message or the revenues earned from the number of messages the player is estimated to send during an upcoming time period. These fees are all exclusive of local taxes.

Our Web Site

Our website, www.cimobilegaming.com is intended to provide information on our mobile gaming software solely for gateway owners and resellers/agents, and not for the mobile phone users. We also have a dedicated website for Mobile Warrior, www.mobilewarrior.net, whose players can register to play the game, select and develop their characters and check high scores.

INTELLECTUAL PROPERTY

We own intellectual property rights including trade secrets and copyright relating to the Coloured Mobile Games. We seek to protect our intellectual property by generally limiting access to it, treating portions of it as trade secrets and obtaining confidentiality or non-disclosure agreements from persons who are given access to it, including our developers.

Trademark Applications

We hold the following trademarks, registered in the United Kingdom, for each of our mobile games:

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Patents

CII filed for patent protection in the United Kingdom for all of mobile games except for Mobile Warrior as of October 7, 2004. CII was later advised by the UK Patent Office that evidence had been found that the technologies associated with these mobile games appeared to have been in the public domain before the patent applications were filed and that as a result, the patent applications would likely be denied. As a result, a request to withdraw the patent applications was filed effective February 20, 2006. Accordingly, we believe that we will not be able to obtain any patent protection for the Coloured Mobile Games.

COMPLIANCE WITH GOVERNMENT REGULATION

We must abide by regulations imposed by government regulatory authorities in deploying our mobile games. Because our mobile games result only in the creation of SMS messages, we believe we will only be subject to rules and regulations pertaining to mobile messaging. The majority of regulations within the telecommunications industry that apply to mobile messaging are created by industry bodies producing codes of conduct that outline the rules that network operators, content providers, carriers, technology providers and advertisers must adhere to when providing telecommunication services to the public. These codes of conduct generally focus on protecting consumers against unwanted SMS messages being delivered to their mobile devices.

We intend to thoroughly investigate the regulations imposed in each jurisdiction in which we intend to expand our business prior to commencing any marketing efforts in such jurisdiction. In some cases, the cost of compliance with a jurisdiction’s regulations may preclude us from providing our services to customers in such jurisdiction.

COMPETITION

The mobile gaming market is a highly competitive but very fragmented marketplace in which no single company holds a dominant share. We believe technology plays the key role in differentiating the types of games available in this marketplace to be played on a mobile phone. As opposed to graphics-based (non-SMS) games which use software that must be downloaded onto a user’s mobile phone, our focus is on the SMS-based gaming sector. The feature of the Coloured Mobile Games which we believe differentiates them from the majority of the other SMS-based mobile games available on the market is the location-based (LBS) feature that integrates a player’s actual physical location relative to other players into play of the game. Of the SMS-based games currently on the market, we believe that there are at present few competitors that can offer multi-player games with the LBS and MMS features present in the Coloured Mobile Games. The following tables list the companies that we believe to be our key competitors in various parts of the world in which we plan to eventually make the Coloured mobile games available.

SMS –Based Games with LBS Capabilities

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Unlike the Coloured Mobile Games, each of the games listed in the table above requires the user to first download software to their mobile phone before the game may be played. As a result, each game may not work on all brands and models of mobile phones or all networks.

SMS –Based Games without LBS Capabilities

Competitive Strategy

We believe our Coloured Mobile Games and our sales and marketing strategy provide us with several competitive advantages over our competitors which we plan to use to gain market share in this industry.

• As we host the Coloured Mobile Games on our own servers rather than just licensing the software to gateway owners, we anticipate that we will normally able to provide for gateway owners to begin distributing our mobile games within two to three weeks of reaching a distribution agreement with them.

• Our mobile games can be delivered in versions without MMS or LBS functions such that we can expand into markets whose networks do not yet have the technology to support these features, such as China, India and Nigeria. Expansion into these markets is dependent only upon having the text messages used to play the games translated into the appropriate language, which can be done relatively easily given the small number of words actually used in each text message.

• The fact that the Coloured Mobile Games can be played on any GSM phone without the requirement to download unique software (as is the case with most of our competitors) means that we do not require a large technical support division to adapt our mobile games to different types of mobile phones.

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• The reseller agreements currently in place between Coloured and our third party resellers are highly flexible and adaptable to the unique mobile telecommunications “culture” of each market. This gives us the ability to provide the appropriate incentives to each reseller to market our games in the most effective manner in that market.

Since the mobile gaming market is highly fragmented, we believe the primary competitive advantage of the Coloured Mobile Games is the ease with which they can be launched in the majority of existing markets. While our mobile games lack the graphic features of many of our competitors, that factor also gives them the advantage of being compatible with many more types of mobile phones and on more networks of differing technological advancement.

While our current size makes it difficult for us to compete with the service and technical support offered by several of our existing competitors, our mobile games and systems are designed to minimize the amount of technical support necessary. We plan to seek strategic partnerships with companies to whom we can outsource these functions. By securing such partnerships, we believe we will be able to offer a competitive level of service and improve our competitive position within the market.

Our primary strategy upon receiving the additional financing we require is to greatly expand our sales and marketing activities by entering agreements with more third party agents and resellers. We believe our profit-sharing model to be very competitive, offering potential agents and resellers an attractive portion of the revenues from SMS fees and any applicable license fees generated by our mobile games.

EMPLOYEES

As of the date of this prospectus, we had one full-time employee, namely Mr. Lars Brannvall, our sole director and executive officer.

RESEARCH AND DEVELOPMENT EXPENDITURES

Since inception in May 2003, Coloured UK has not incurred any development costs to date, as all development work carried out by SIA to develop the test software to integrate MMS graphic features into our Mobile Warrior game was done on a revenue-sharing arrangement. The purpose of the software was to demonstrate the feasibility of adding MMS features to our games.

SUBSIDIARIES

We have one wholly-owned subsidiary, namely Coloured UK.

REPORTS TO SECURITY HOLDERS

At this time, we are not required to provide annual reports to security holders. However, shareholders and the general public may view and download copies of all of our filings with the SEC, including annual reports, quarterly reports, and all other reports required under the Securities Exchange Act of 1934, by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings. We plan to register our common stock under the Securities Exchange Act of 1934 concurrent with the effectiveness of this registration statement. Thereafter, annual reports will be delivered to security holders as required or they will be available online.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATIONS

We plan to exploit our mobile games in their present form. While our strategy in each geographic market will vary according to a number of factors including the maturity of the local mobile gaming market and the telecom infrastructure available, our overall objective is to establish greater awareness of our mobile games in each marketplace in order to generate initial revenues. We plan to achieve this objective by undertaking sales and marketing campaigns in each market directed at local gateway owners. We will also continue creating relationships with strategic partners/resellers in different markets where we have few direct contacts. We also anticipate

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proceeding with the continued enhancement of our mobile games with a view to increasing their features and functionality.

Our plan of operations for the next twelve months is to complete the following objectives within the time periods and within the budgets specified:

As at March 31, 2006, we had cash reserves of $26,879 and a working capital deficit of $83,156. Our planned expenditures over the next twelve months in the amount of $168,000 will exceed our current cash reserves and working capital. As a result, we anticipate that we will require financing in the amount of approximately $251,000 in order to carry out our plan of operations for the next twelve months and to cover our working capital deficit. We completed an additional financing in the amount of $100,000 in June 2006 through the sale of 400,000 shares of our common stock in a transaction completed pursuant to Rule 903 of Regulation S of the Securities Act of 1933. As a result of this financing, we believe that we have sufficient financing to sustain our operations until the end of September 2006.

During the twelve month period following the date of this registration statement, 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 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. We may also seek to obtain additional financing in the forms of loans from our principal shareholders, although none of our shareholders have committed to advance any shareholder loans to us. We plan to approach our principal shareholders with the objective of securing loans by the end of June 2006. Even if we are able to secure a loan from one of our principal shareholders or promoters, we anticipate that the amount of the financing will not be sufficient to enable us to sustain our business operations significantly beyond the end of the current fiscal year. If we do not obtain the necessary additional financing, we will be forced to abandon our plan of operations and our business activities.

PRESENTATION OF FINANCIAL INFORMATION

Effective September 30, 2005, we acquired 100% of the issued and outstanding shares of Coloured UK by issuing 12,000,000 shares of our common stock. Notwithstanding its legal form, our acquisition of Coloured UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of Coloured UK owning the majority of our issued and outstanding shares. Because Emcor Holdings Inc. (now Coloured (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by Coloured UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of Coloured (US) Inc. are included in our consolidated financial statements effective September 30, 2005. Our date of inception is the date of inception of Coloured UK, being

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May 2, 2003, and our financial statements are presented with reference to the date of inception of Coloured UK. Financial information relating to periods prior to September 30, 2005 is that of Coloured UK.

CRITICAL ACCOUNTING POLICIES

Development Stage Company

We are a development stage company as defined by Financial Accounting Standards No. 7. We are presently devoting all of our present efforts to establish a new business. All losses accumulated since inception have been considered as part of our development stage activities.

Revenue Recognition

We recognize revenue when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable and collection is reasonably assured. Upfront contract payments received from the sale of services not yet earned are initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.

Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.

Foreign Currency Translations

Our functional currency is pounds sterling (“₤”). Our reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:

Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholder’s equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized as income in the period when it is realized.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our audited financial statements that are included herein. References to the discussion below to fiscal 2006 are to our current fiscal year which will end on September 30, 2006. References to fiscal 2005 and fiscal 2004 are to our fiscal years ended September 30, 2005 and 2004, respectively. References to the first half of fiscal 2006 and 2005 are to the six month periods ended March 31, 2006 and 2005, respectively.

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Revenue

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

Salaries and Wages

Salaries and wages are primarily comprised of salary paid to Lars Brannvall, our sole executive officer and employee. Effective October 1, 2006, Mr. Brannvall has agreed to not take any salary until such time as we secure an arrangement with a gateway owner to provide our Coloured mobile games and which has the potential to generate earnings for us.

Our salaries and wages decreased to $1,847 for the first half of 2006 compared to $29,874 for the first half of fiscal 2005. The reduction in salaries and wages for the first half of fiscal 2006 compared to the first half of fiscal 2005 resulted primarily from Mr. Brannvall ceasing to draw a salary from us since October 2005. The decrease was also attributable to a decrease in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

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Travel and Promotion

Travel and promotion expenses stayed relatively constant at $2,382 in fiscal 2005 compared to $2,624 during fiscal 2004. Our travel and promotion expenses were reduced to zero in the first half of fiscal 2006, down from $3,027 in the first half of fiscal 2005 due to our determination not to conduct sales and marketing and publicity activities during this period.

Accounting and Auditing

Accounting and auditing expenses are attributable to the preparation and audit of our financial statements. These expenses again stayed relatively constant at $36,819 during fiscal 2005 compared to $34,280 in fiscal 2004. However, these expenses increased substantially from $4,697 in the first half of 2005 to $80,510 in the first half of 2006 as we completed the preparation and audit of our financial statements for fiscal 2005 and the preparation of a registration statement for filing with the SEC.

Information Technology

Information technology expenses increased substantially by $7,841 from $3,998 for fiscal 2004 to $11,839 for fiscal 2005 as a result of our increased overall business activity, including website development and the provision of hosting services for the Coloured Mobile Games. This increase in information technology expenses included amounts attributable to the following: (i) programming and website design services provided by Indika Industries ($4,626); (ii) secure payment services provided by Bango.net ($1,282); and (iii) rental space for our server and related services provided by Internet Border Technologies ($3,693).

Our information technology expenses decreased to $1,926 for the first half of fiscal 2006 from $9,406 for the first half of fiscal 2005 due to the completion of the website design services described above.

Rent

Rent expenses were substantially decreased by $6,712 during fiscal 2005 compared to fiscal 2004. This was attributable to a refund received in July 2005 from Citibase PLC, our former landlord, in the amount of $2,609. Our contract with Citibase was replaced with our agreement with Azuracle in July 2005.

Our rent expenses decreased to $5,253 for the first half of fiscal 2006 compared to $6,764 for the first half of fiscal 2005. The decrease resulted from lower rental costs and a decrease in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.

Consulting

Consulting fees decreased from $34,800 in fiscal 2004 to $26,497 in fiscal 2005 owing mainly to our taking over the hosting of our mobile games (other than Mobile Warrior, which is still hosted by TrackWell) from Blue Factory in fiscal 2005.

Consulting fees were down substantially to $8,862 in the first half of fiscal 2006 from $16,216 in the first half of fiscal 2005 due to the elimination of hosting services required from Blue Factory. As well, TrackWell provided certain consulting services related to the hosting of Mobile Warrior in the first half of fiscal 2005.

Amortization

We incurred $4,934 in new amortization expenses in fiscal 2005 as a result of our commencing the amortization of the server and software platform we needed to host and operate the Coloured Mobile Games (excluding Mobile Warrior, which is hosted by agreement with TrackWell). We purchased the server and platform in 2005, and it is slated to be amortized over a three year period. A further $4,669 was incurred in the first half of fiscal 2006 for this purpose.

Intellectual Property

We expensed the intellectual property associated with our Coloured mobile games acquired during the first half of fiscal 2006 due to our determination that the cost of the intellectual property purchased during the current fiscal year does not meet the criteria for capitalization as set out in SFAS No. 86.

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Loss

Our loss for fiscal 2005 decreased by $6,720 compared to our loss for fiscal 2004 as a result of our cost controls, particularly through savings resulting from lower office rent costs.

Our loss for the first half of fiscal 2006 increased to $3,154,361 compared to $72,601 for the first half of fiscal 2005 as a result of our increased business activity, particularly our costs attributable to filing a registration statement with the SEC, and the write down of intellectual property that we acquired.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $102,725 and a working capital deficit of $71,962 at September 30, 2005, compared to cash of $23,606 and a working capital deficit of $3,085 at September 30, 2004. As at March 31, 2006, our cash reserves had declined to $26,879 and our working capital deficit had decreased to $83,156.

Acquisition of Coloured UK

Our acquisition of Coloured UK was originally subject to our raising financing in the amount of $125,000 through a private placement of our common stock. We raised an aggregate of $119,883 in financing in connection with our acquisition of Coloured UK. This financing included (i) a private placement of 677,660 shares of our common stock at a price of $0.05 per share for total proceeds of $33,883, and (ii) a loan of $85,000. We entered into a closing agreement with the shareholders of Coloured UK dated September 30, 2005 whereby the shareholders of Coloured UK agreed to accept completion of these equity and debt financings as satisfaction of the condition precedent for the completion of our acquisition of Coloured UK. The creditor who advanced the $85,000, along with a second creditor who later advanced $1,000, each subsequently converted their loans into 344,000 shares of our common stock upon the completion of our acquisition of ownership of the Coloured Mobile Games on February 28, 2006.

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”. While this amount will be offset by any gross profits that we earn from the Coloured Mobile Games, 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. Accordingly, we anticipate that we will require additional financing in order to enable us to sustain our operations for the next twelve months, as outlined above. We completed an additional financing in the amount of $100,000 in June 2006 through the sale of 400,000 shares of our common stock in a transaction completed pursuant to Rule 903 of Regulation S of the Securities Act of 1933. As a result of this financing, we believe that we have sufficient financing to sustain our operations until the end of September 2006.

Cash used in Operating Activities

We used cash of ($108,723) in operating activities during fiscal 2005 and ($123,356) during the first half of fiscal 2006. Since inception, we have used cash of ($365,103) in operating activities. We have applied cash generated from financing activities to fund cash used in operating activities.

Cash from Investing Activities

We acquired net monetary assets of $127,705 upon completion of our reverse acquisition with Coloured UK. We used cash of ($19,368) during the year ended September 30, 2005, which was attributable to the acquisition of certain rights and technology.

Cash from Financing Activities

CII advanced $206,722 to Coloured UK during the period from inception to September 30, 2005. This amount was converted into shares of Coloured UK on April 26, 2005 which shares were then exchanged for shares of our common stock upon completion of the Share Exchange Agreement on September 30, 2005. As a result, no amount of this loan was outstanding as of September 30, 2005, December 31, 2005 or is currently outstanding.

We obtained a loan of $85,000 in September 2005 in order to enable us to complete our acquisition of Coloured UK. We obtained a further loan of $1,000 in November 2005 for general working capital. Upon the completion of our acquisition of the Coloured Mobile Games, the respective investors agreed to convert these loans into 344,000 common shares of our common stock at $0.25 per share. Accordingly no amount of these loans is currently outstanding.

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On March 13, 2006, we issued 202,000 shares of our common stock in a private placement at a price of $0.25 per share for gross proceeds of $50,500.

As at March 31, 2006, we have an amount payable to Outlander Management of $24,085 for management services.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

DESCRIPTION OF PROPERTIES

Our executive office is located at Suite 5.15, 130 Shaftesbury Avenue, London, England W1D 5EU. We occupy these premises under a contract with Azuracle, which provides us with office space in shared office premises and administration services, including telephone, reception and Internet access services in consideration of a monthly management fee that is presently set at ₤500 ($869.65 based on a foreign exchange rate on March 31, 2006 of $1.7393: ₤1.000) per month.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• Any of our directors or officers;

• Any person proposed as a nominee for election as a director;

• Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

• Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the above persons.

PURCHASE OF FOUNDER’S SHARES

Sharon Cocker, our initial director and officer, acquired 500,000 shares of our common stock effective May 31, 2005 at a price of $0.001 per share. Ms. Cocker paid a total purchase price of $500 for these shares.

LARS BRANNVALL

Lars Brannvall is our sole officer and director. Prior to our acquisition of Coloured UK, Mr. Brannvall was the managing director and a shareholder of Coloured UK. Under the share exchange agreement whereby we acquired

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Coloured UK as our wholly-owned subsidiary, Mr. Brannvall received 1,408,720 shares in our company in exchange for his shares in Coloured UK. Upon the acquisition of Coloured UK, Mr. Brannvall was appointed to replace Ms. Cocker as our sole officer and director.

Mr. Brannvall provides services as chief executive officer to us under a contract between Mr. Brannvall and Coloured UK dated August 6, 2003. Mr. Brannvall is obligated to devote his full business time to our business. We have agreed to pay to Mr. Brannvall a salary of ₤24,000 per annum. In addition, Coloured UK agreed to issue to Mr. Brannvall up to a maximum of 245,000 ordinary shares of Coloured UK. By agreement, all 245,000 shares were issued to Mr. Brannvall prior to the execution of the Share Exchange Agreement. These shares were exchanged for 1,408,720 shares of our common stock upon completion of our acquisition of Coloured UK. No additional shares are issuable to Mr. Brannvall pursuant to his employment contract.

COLOUR INDUSTRY INC.

Coloured UK’s initial corporate activities were funded by CII. Coloured UK entered into a loan agreement dated October 8, 2003 with CII whereby CII agreed to extend a secured loan facility to Coloured UK in the maximum amount of ₤120,000 ($199,211.16, based on the foreign exchange rate on October 8, 2003 of $1.6601: ₤1.0000) . As at April 26, 2005, Coloured UK’s outstanding debt to CII under the secured loan facility was ₤108,450 ($206,722, based on a foreign exchange rate on April 26, 2005 of $1.9062: ₤1.0000) . Coloured UK and CII entered into a debt settlement agreement on April 26, 2005 whereby the outstanding debt was settled by the issuance to CII of 1,075,000 Ordinary A shares in the capital of Coloured UK at a deemed value of ₤0.1009 per share. CII subsequently exchanged these shares for shares of our common stock upon completion of the share exchange agreement on September 30, 2005.

CII was issued 9,947,292 shares of our common stock on September 30, 2005 upon the completion of our acquisition of Coloured UK pursuant to the Share Exchange Agreement. These shares were issued by us in exchange for CII’s shares in Coloured UK. The cost to CII of its shares in Coloured UK was $218,458, being: (i) $206,722 for the shares issued upon the debt settlement, (ii) ₤5,000 ($8,893 based on a foreign exchange rate on December 22, 2003 of $1.7786: ₤1.0000) for the purchase of its initial shares of Coloured UK, and (iii) ₤1,550 ($2,843 based on a foreign exchange rate on April 30, 2004 of $1.8341: ₤1.0000) for a subsequent purchase of shares of Coloured UK. CII subsequently transferred 4,175,000 shares to five of the selling shareholders named herein in private transactions.

We purchased five of our six mobile games from CII on February 28, 2006 pursuant to an intellectual property acquisition agreement between us and CII dated January 31, 2006. This acquisition followed the re-acquisition by CII of the intellectual property for those mobile games from the Coloured Technology Partnership. We issued 6,000,000 shares of our common stock to CII in consideration of these intellectual property assets. CII in turn paid as consideration 6,000,000 shares of our common stock to The Coloured Technology Partnership 2 LLP in connection with the acquisition of these five mobile games from The Coloured Technology Partnership 2 LLP.

Each of these agreements is described in detail above under “Organization Since Incorporation” and “Description of Business – Corporate Organization.”

OUTLANDER MANAGEMENT LTD.

Outlander Management, a private corporation that provided administration services to Coloured UK, was issued 574,992 shares of our common stock on September 30, 2005 in exchange for the shares of Coloured UK held by Outlander Management. The cost to Outlander Management of its shares in Coloured UK was ₤1,000 ($1,834 based on a foreign exchange rate on April 30, 2004 of $1.8341: ₤1.000) .

We paid or accrued the following fees to Outlander Management during 2005 and 2004 in respect of administrative services provided by Outlander Management:

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As at September 30, 2005, we have an amount payable to Outlander Management of $24,405 for management services. This amount had decreased to $24,085 as at March 31, 2006.

AZURACLE LTD.

As at September 30, 2005, we owed $2,644 to Azuracle for rent for the period from July 1 to September 30, 2005. Azuracle is a related party to our company because it had a director in common, namely Ulrik DeBo, with Outlander Management, one of our promoters. This amount had increased to $5,253 as at March 31, 2006. Mr. DeBo was previously, but is no longer, a director of Outlander Management.

Azuracle has agreed to defer the payment of the outstanding amounts which we owe them until such time as we have arranged and received sufficient funding to pay our accrued liabilities.

DEBONDO CAPITAL INC.

As at September 30, 2005, we owed $6,823 to DeBondo for advances made to pay for some of our expenses. DeBondo is a related party to our company because it had a director in common, namely Ulrik DeBo, with Outlander Management, one of our promoters. This amount had decreased to $6,735 as at March 31, 2006 as a result in a decrease in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound. Mr. DeBo was previously, but is no longer, a director of Outlander Management.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for our common stock. We currently plan to have our common stock quoted on the National Association of Securities Dealers Inc.’s OTC Bulletin Board, subject to the effectiveness of the registration statement of which this prospectus forms a part and also subject to the registration of our common stock under section 12(g) of the Securities Exchange Act of 1934, as amended. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

HOLDERS OF OUR COMMON STOCK

As of the date of this registration statement, we had 63 registered stockholders.

RULE 144 SHARES

There are no shares of our common stock are available for resale to the public in accordance with the requirements of Rule 144 of the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company’s common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

REGISTRATION RIGHTS

We agreed to register the resale of the 344,000 shares issued in the February 28, 2006 debt conversion. Other than these rights, we have not granted registration rights to the selling stockholders or to any other person.

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OPTIONS, WARRANTS AND OTHER CONVERTIBLE SECURITIES

We do not have any common stock subject to outstanding options or warrants, and there are no securities outstanding that are convertible into shares of our common stock.

DIVIDENDS

There are no restrictions in our Articles of Incorporation or by-laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information as to our president and chief executive officer, Lars Brannvall for the fiscal years ended September 30, 2005 and September 30, 2004. We do not have any other executive officers.

No other compensation was paid to Mr. Brannvall other than the cash and stock option compensation set forth below.

EMPLOYMENT AGREEMENTS

Lars Brannvall provides his services as managing director to Coloured UK under a contract dated August 6, 2003. Mr. Brannvall is obligated to devote his full business time to our business. We have agreed to pay to Mr. Brannvall a salary of ₤24,000 per annum ($41,244.02 based on a foreign exchange rate on December 31, 2005 of $1.7185: ₤1.000) . In addition, Coloured UK agreed to issue to Mr. Brannvall shares ordinary shares of Coloured UK up to a maximum of 245,000 ordinary shares. By agreement, all 245,000 shares were issued to Mr. Brannvall prior to the execution of the Share Exchange Agreement. These shares were exchanged for 1,408,720 shares of our common stock upon completion of our acquisition of Coloured UK. No additional shares are issuable to Mr. Brannvall pursuant to his employment contract.

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Effective October 1, 2006, Mr. Brannvall has agreed to not take any salary until such time as we secure an arrangement with a gateway owner to provide our Coloured mobile games and which has the potential to generate earnings for us.

COMPENSATION OF DIRECTORS

We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.

STOCK OPTION GRANTS

We have never granted any stock options to our directors and officers.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES

None of our directors or officers exercised any stock options (i) during our fiscal year ended September 30, 2005, or (ii) since the end of our most recent fiscal year on September 30, 2005.

OUTSTANDING STOCK OPTIONS

Our director and officer does not hold any options to purchase any shares of our common stock.

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FINANCIAL STATEMENTS

The following financial statements of Coloured (US) Inc. and its predecessors listed below are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.

COLOURED (US) INC. (CONSOLIDATED – UNAUDITED)

COLOURED (US) INC. (CONSOLIDATED - AUDITED)

EMCOR HOLDINGS INC. (AUDITED)

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COLOURED (US) INC.

(Doing Business as CI Mobile Gaming)

(Formerly Emcor Holdings Inc.)

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2006

US FUNDS

(Unaudited)

F-1

- See Accompanying Notes -

F-2