Registered number: 07689390 EUROCAP INVESTMENTS PLC DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 COMPANY INFORMATION Directors C J Comu C Comu B Sumner (appointed 22 March 2013 & resigned 23 May 2013) Company secretary B Sumner Registered number 07689390 Registered office 5th Floor St Georges House Hanover Square London W1S 1HS Independent auditors Nyman Libson Paul Chartered Accountants & Registered Auditors Regina House 124 Finchley Road London NW3 5JS CONTENTS Page Strategic report 1 Directors' report 2 - 3 Independent auditors' report 4 - 5 Profit and loss account 6 Balance sheet 7 Cash flow statement 8 Notes to the financial statements 9 - 11 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 Introduction The directors present their strategic report for the year ended
31 December 2013. Business review The company is quoted on London's GXG First Quote Exchange. The results for the year show a pre-tax loss of £14,092 (2012: £64,866). The company has made sales of £10,000 in this financial period (2012: £Nil). Principal risks and uncertainties The principal business risks and uncertainties relate to the company being unable to identify suitable targets for investment. The company continues to seek to make investments in operating companies with proven business models and management teams capable of sustaining growth. Financial key performance indicators Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPI's is not necessary for an understanding of the development, performance or position of the business. This report was approved by the board on 19 June 2014and signed on its behalf. C Comu Director DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 The directors present their report and the financial statements for the year ended 31 December 2013. Principal activities The principal activity of the company is to identify, acquire and operate businesses on an international basis. Results The loss for the year, after taxation, amounted to £14,092 (2012 - loss £ 64,866). Directors The directors who served during the year were: C J ComuC Comu B Sumner (appointed 22 March 2013& resigned 23 May 2013) Financial instruments The company's financial instruments comprise a bank balance, trade creditors and other creditors all arising in the normal course of business. The purpose of these instruments are to finance the company's operations. Due to the nature of the financial instruments used there is no exposure to price risk or credit risk. The company manages its exposure to cash flow risk and liquidity risk by ensuring that funds are available to meet liabilities as they fall due. Directors' responsibilities statement The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: * select suitable accounting policies and then apply them consistently; * make judgments and accounting estimates that are reasonable and prudent; * state whether applicable UKAccounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 Company's policy for payment of creditors The company's policy is to agree terms of payment with suppliers in advance of each transaction, to ensure that suppliers are made aware of the terms of payment and to abide by the terms of payment. Trade creditors at the year end represented 111 days' purchases. Auditors The auditors, Nyman Libson Paul, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006. Disclosure of information to auditors Each of the persons who are directors at the time when this directors' report is approved has confirmed that: * so far as that director is aware, there is no relevant audit information of which the company's auditors are unaware, and * that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information. This report was approved by the board on 19 June 2014and signed on its behalf. C Comu Director INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF EUROCAP INVESTMENTS PLC We have audited the financial statements of Eurocap Investments PLCfor the year ended 31 December 2013, set out on pages 6 to 11. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing ( UKand Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the strategic report and the directors' report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the financial statements: * give a true and fair view of the state of the company's affairs as at 31 December 2013and of its loss for the year then ended; * have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and * have been prepared in accordance with the requirements of the Companies Act 2006. Emphasis of matter Without qualifying our opinion, we draw your attention to note 1 in the financial statements which indicates that the company has net liabilities at the balance sheet date of £27,551. These circumstances which are detailed fully in note 1 indicate the existence of a material uncertainty in connection with the company's ability to continue as a going concern. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements. INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF EUROCAP INVESTMENTS PLC Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: * adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or * the financial statements are not in agreement with the accounting records and returns; or * certain disclosures of directors' remuneration specified by law are not made; or * we have not received all the information and explanations we require for our audit. Richard Paul(senior statutory auditor) for and on behalf of Nyman Libson Paul Chartered Accountants Registered Auditors Regina House 124 Finchley Road London NW3 5JS 19 June 2014 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2013 2013 2012 Note £ £ TURNOVER 1,2 10,000 - Administrative expenses (24,092) (64,866) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (14,092) (64,866) Tax on loss on ordinary activities - - LOSS FOR THE FINANCIAL YEAR 7 (14,092) (64,866) All amounts relate to continuing operations. There were no recognised gains and losses for 2013 or 2012 other than those included in the profit and loss account. The notes on pages 9 to 11 form part of these financial statements. BALANCE SHEET AS AT 31 DECEMBER 2013 2013 2012 Note £ £ £ £ CURRENT ASSETS Cash at bank 12,177 13,553 CREDITORS: amounts falling due 5 (39,728) (27,012) within one year NET CURRENT LIABILITIES (27,551) (13,459) NET LIABILITIES (27,551) (13,459) CAPITAL AND RESERVES Called up share capital 6 51,407 51,407 Profit and loss account 7 (78,958) (64,866) SHAREHOLDERS' DEFICIT 8 (27,551) (13,459) The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 June 2014. C Comu Director The notes on pages 9 to 11 form part of these financial statements. CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013 2013 2012 Note £ £ Net cash flow from operating activities 9 (1,376) (37,854) CASH OUTFLOW BEFORE FINANCING (1,376) (37,854) Financing 10 - 51,407 (DECREASE)/INCREASE IN CASH IN THE YEAR (1,376) 13,553 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/DEBT FOR THE YEAR ENDED 31 DECEMBER 2013 2013 2012 £ £ (Decrease)/Increase in cash in the year (1,376) 13,553 MOVEMENT IN NET DEBT IN THE YEAR (1,376) 13,553 Net funds at 1 January 2013 13,553 - NET FUNDS AT 31 DECEMBER 2013 12,177 13,553 The notes on pages 9 to 11 form part of these financial statements. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 1. ACCOUNTING POLICIES 1.1 Basis of preparation of financial statements The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. 1.2 Going concern The company has net liabilities at the balance sheet date of £27,551. The shareholders have agreed to provide funds to meet the liabilities of the company as they fall due. The directors therefore consider it appropriate to prepare the financial statements on a going concern basis. Should such support be withdrawn, the company may be unable to continue trading and adjustments would have to be made to reduce the value of assets to their recoverable amount and to provide for any further liabilities which may arise. 1.3 Turnover Turnover comprises revenue recognised by the company in respect of fees and income receivable during the year. 1.4 Foreign currencies Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange gains and losses are recognised in the profit and loss account. 2. TURNOVER The whole of the turnover is attributable to the principal activity of the company. All turnover arose within the United Kingdom. 3. AUDITORS' REMUNERATION 2013 2012 £ £ Fees payable to the company's auditor and its 3,300 - associates for the audit of the company's annual accounts 4. STAFF COSTS The company has no employees other than the directors, who did not receive any remuneration (2012 - £NIL). NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 5. CREDITORS: Amounts falling due within one year 2013 2012 £ £ Trade creditors 5,216 1,260 Other creditors 34,512 25,752 39,728 27,012 6. SHARE CAPITAL 2013 2012 £ £ Allotted, called up and fully paid 24,000,800- Ordinary shares of €0.0025 each 51,407 51,407 7. RESERVES Profit and loss account £ At 1 January 2013 (64,866) Loss for the financial year (14,092) At 31 December 2013 (78,958) 8. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' DEFICIT 2013 2012 £ £ Opening shareholders' deficit (13,459) - Loss for the financial year/period (14,092) (64,866) Shares issued during the year/period - 51,407 Closing shareholders' deficit (27,551) (13,459) SCHEDULE TO THE DETAILED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013 9. NET CASH FLOW FROM OPERATING ACTIVITIES 2013 2012 £ £ Operating loss (14,092) (64,866) Increase in creditors 12,716 27,012 Net cash outflow from operating activities (1,376) (37,854) 10. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT 2013 2012 £ £ Financing Issue of ordinary shares - 51,407 11. ANALYSIS OF CHANGES IN NET FUNDS 1 January Cash flow Other 31 non-cash December changes 2013 2013 £ £ £ £ Cash at bank and in 13,553 (1,376) - 12,177 hand Net funds 13,553 (1,376) - 12,177 12. RELATED PARTY TRANSACTIONS The company was invoiced £Nil (2012: £21,723) for consulting services by The Barclay Group Inc. The Barclay Group Incmade an unsecured loan of £7,028 to the company during 2012 which remains outstanding as at 31 December 2013. This loan is repayable on demand. The director C J Comuis also a director of The Barclay Group Inc.The company received an unsecured loan of £18,724 from Regus Advisors Inc.During the financial period to 31 December 2013the company has repaid this loan. The director C J Comuis also a director of Regus Advisors Inc.13. CONTROLLING PARTY There is no controlling party as none of the shareholders have a large enough individual share in the company.