TIDMSCGL
RNS Number : 8239H
Sealand Capital Galaxy Limited
22 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE - 22 August 2016
Sealand Capital Galaxy Limited
Interim Results
Six months to 30 June 2016
Sealand Capital Galaxy Limited ("Sealand" or the "Company") is
pleased to announce its interim results for the six month period
ended 30 June 2016.
Financial Review
Results for the Period from 1 January 2016 to 30 June 2016 show
a loss before tax of GBP85,844.
The Company had cash in the bank and in hand of GBP600,052 at 30
June 2016. The board does not consider it appropriate to declare a
dividend.
On 24 March 2016 it was announced to the market that the Company
had signed a Memorandum of Understanding with SecureCom Media
Holdings Limited ("SecureCom") to acquire all SecureCom's issued
share capital. SecureCom has obtained the global exclusive
operating rights to the mobile application "Metalk"
(www.immetalk.com), developed by Logicquest Technology Inc.
The Company's shares remain suspended pending the completion of
the acquisition.
This announcement contains inside information.
Enquiries:
Sealand Capital Galaxy Limited: Nelson Law (chairman), Tel: +1
345 949 4544
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE SIX MONTHSED 30 JUNE 2016
01/01/2016 22/05/2015
to to
30/06/2016 30/06/2015
Note GBP GBP
(unaudited) (unaudited)
Revenue 3
Other income 3 521
Administrative expenses (86,365) -
------------- -------------
Loss before tax 4 (85,844) -
Income tax expense 6 - -
------------- -------------
Loss for the period and total comprehensive loss for the period attributable
to ordinary shareholders
(85,844) -
============= =============
Basic and diluted loss per share (pence) 7 (0.003) -
============= =============
The accompanying notes form part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
Note At 30 At 31
June 2016 December 2015
GBP GBP
(Unaudited) (Audited)
Current assets
Prepayment 25,361 -
Bank balances and cash 600,052 733,187
--------------- ---------------
625,413 733,187
--------------- ---------------
Current liabilities
Amount due to a director 8 1,664 1,932
Other payables 17,796 39,458
--------------- ---------------
19,460 41,390
--------------- ---------------
Net assets 605,953 691,797
=============== ===============
Capital and reserves
Share capital 9 3,000 3,000
Share premium 9 735,350 735,350
Accumulated losses (132,397) (46,553)
--------------- ---------------
Total equity 605,953 691,797
=============== ===============
The accompanying notes form part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2016
Share
capital Share premium Accumulated losses Total
GBP GBP GBP GBP
(Note 9)
Issuance of share capital and as at 30 June 2015
(unaudited) 6,528 - - 6,528
========== =============== ====================== ===========
As at 1 January 2016 (audited) 3,000 735,350 (46,553) 691,797
Total comprehensive loss for the period - - (85,844) (85,844)
At 30 June 2016 (unaudited) 3,000 735,350 (132,397) 605,953
========== =============== ====================== ===========
The accompanying notes form part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2016
01/01/2016
to
30/06/2016
GBP
(unaudited)
OPERATING ACTIVITIES
Loss before tax (85,844)
Adjustment for:
Bank interest income (33)
-----------------
Operating cash flows before movements in working capital (85,877)
Increase in prepayment (25,361)
Decrease in amount due to a director (268)
Decrease in other payables (21,662)
-----------------
CASH USED IN OPERATIONS AND NET CASH USED IN OPERATING ACTIVITIES (133,168)
-----------------
INVESTING ACTIVITY
Bank interest received 33
-----------------
NET CASH FROM INVESTING ACTIVITY 33
-----------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (133,135)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 733,187
-----------------
CASH AND CASH EQUIVALENTS AT THE OF PERIOD 600,052
=================
ANALYSIS OF THE BALANCES OF CASH AND CASH EQUIVALENTS
Representing bank balances and cash 600,052
=================
The accompanying notes form part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated
in the Cayman Islands on 22 May 2015 as an exempted Company with
limited liability under the Companies Law. The registered office of
the Company is Willow House, Cricket Square, PO Box 709, Grand
Cayman, KY1-1107, Cayman Islands.
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the Company operates (the "functional currency"). The
financial statements are presented in Great British Pound ("GBP"),
which is the same as the functional currency of the Company.
No statements of cash flows has been prepared for the
comparative period as the Company had no cash transaction during
the period from 22 May 2015 (date of incorporation) to 30 June
2015.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The unaudited condensed interim financial statements have been
prepared in accordance with International Accounting Standard
("IAS") No. 34 "Interim Financial Reporting" and International
Financial Reporting Standards ("IFRSs") as adopted for use by the
European Union and IFRIC Interpretations applicable to companies
reporting under IFRS.
The unaudited condensed consolidated results have been prepared
on the historical cost. The unaudited condensed consolidated
financial information has not been audited or reviewed by the
Company's auditors, but has been reviewed by the Company's
Directors.
Going concern basis
The Company is an investment company, and, apart from a small
amount of interest receivable, currently has no income stream.
Until a suitable trading business is acquired, it is therefore
dependent on its cash reserves to fund ongoing costs.
After reviewing the Company's budget for 2016/2017 and its
medium term plans, the directors have a reasonable expectation that
the Company will have adequate resources to continue in operational
existence for the foreseeable future. For this reason, they adopt
the going concern basis in preparing the financial statements.
The financial statements do not include any adjustments that
would result if the Company were unable to continue as a going
concern.
The accounting policies used in the preparation of these results
are same with those used in the preparation of the Company's annual
financial statements for the period from 22 May 2015 (date of
incorporation) to 31 December 2015. The adoption of new and revised
IFRSs did not result in significant changes to the Company's
accounting policies, presentation of the Company's financial
statements and amounts reported for the current period or prior
period.
Standards and Interpretations issued but not yet applied
Amendments to IAS Defined Benefit Plans:
19 Employee Contributions
Amendments to IAS Offsetting financial assets
32 and financial liabilities
Amendments to IAS Recoverable amount disclosures
36 for non-financial assets
Annual Improvements Amendments to a number
to 2010-2012 Cycle of IFRSs
Annual Improvements Amendments to a number
to 2011-2013 Cycle of IFRSs
The Company has not early applied the following new and revised
standards, amendments or interpretation that have been issued but
are not yet effective.
IFRS 9 Financial Instruments (2)
IFRS 15 Revenue from Contracts
with Customers (2)
IFRS 16 Leases (4)
Amendments to IFRS Accounting for Acquisitions
11 of Interests in Joint Operations
(1)
Amendments to IFRS Clarifications to IFRS
15 15 "Revenue from Contracts
with Customers" (2)
Amendments to IAS Disclosure Initiative (1)
1
Amendments to IAS Disclosure Initiative (5)
7
Amendments to IAS Recognition of Deferred
12 Tax Assets for Unrealised
Losses (5)
Amendments to IAS Clarification of Acceptable
16 and IAS 38 Methods of Depreciation
and Amortisation (1)
Amendments to IFRS Sale or Contribution of
10 and IAS 28 Assets between an Investor
and its Associate or Joint
Venture (3)
Amendments to IFRS Investment Entities: Applying
10, IFRS 12 and IAS the Consolidation Exception
28 (1)
Annual Improvements Amendments to a number
to 2012-2014 Cycle of IFRSs (1)
(1) Effective for annual periods beginning on or after 1 January
2016
(2) Effective for annual periods beginning on or after 1 January
2018
(3) Effective for annual periods beginning on or after a date to
be determined
(4) Effective for annual periods beginning on or after 1 January
2019
(5) Effective for annual periods beginning on or after 1 January
2017
The Company is in the process of making an assessment of what
the impact of these amendments is expected to be in the period of
initial application. So far it has concluded that the adoption of
them is unlikely to have a significant impact on the consolidated
financial statements.
3. REVENUE AND OTHER INCOME
The Company does not have any turnover during both periods.
An analysis of the Company's other income is as follows:
01/01/2016 22/05/2015
to to
30/06/2016 30/06/2015
GBP GBP
(unaudited) (unaudited)
Bank interest income 33 -
Exchange gains, net 488 -
------------- -------------
521 -
============= =============
4. LOSS BEFORE TAX
01/01/2016 22/05/2015
to to
30/06/2016 30/06/2015
GBP GBP
(unaudited) (unaudited)
Loss before tax has been
arrived at after charging:
(a) Staff costs, including
directors' remuneration
Salaries and other benefits 31,510 -
============= =============
(b) Other items
Directors' remuneration 18,000 -
============= =============
5. EMPLOYEES
01/01/2016 22/05/2015
to to
30/06/2016 30/06/2015
(unaudited) (unaudited)
The average number of employees
during the period was made
up as follows:
Directors 3 2
============= =============
Staff 1 -
============= =============
6. INCOME TAX EXPENSE
The Company is incorporated in the Cayman Islands. All costs
have been incurred by this Company and, as such, the loss incurred
for the six months ended 30 June 2016 is subject to Cayman Islands
taxation legislation. The prevailing taxation rate is zero %.
7. LOSS PER SHARE
The loss per ordinary share calculation has been based on the
loss attributable to ordinary shareholders of GBP85,844 divided by
30,000,000 being the weighted average number of ordinary shares in
issue during the period. The basic and the diluted loss per
ordinary share are the same. There are no discontinued operations
in either period and, therefore, the basic and the diluted loss per
ordinary share from continuing operations are the same as the basic
and the diluted loss per share.
8. AMOUNT DUE TO A DIRECTOR
The amount is unsecured, interest-free and has no fixed terms of
repayment.
9. SHARE CAPITAL
Allotted, called up and fully paid (Ordinary shares of GBP0.0001
each).
Number Share Share
of shares capital premium
Notes GBP GBP
On incorporation (a) 1 7 -
Issue of shares
- May 22 2015 (b) 999 6,521 -
Redenomination
and subdivision (c) 65,599,000 - -
shares - October
16 2015
Forfeiture of
shares - October
16 2015 (d) (65,534,400) (6,521) -
Issue of shares
- October 16 2015 (e) 22,434,400 2,243 -
Issue of shares
- November 17
2015 (f) 7,500,000 750 749,250
Share issue costs - - (13,900)
---------------- ----------- -----------
As at 31 December
2015 (audited)
and at 30 June
2016 (unaudited) 30,000,000 3,000 735,350
================ =========== ===========
9. SHARE CAPITAL (Continued)
Notes:
(a) On the incorporation date, the Company has an authorized
share capital of US$1,000,000 divided into 100,000 ordinary shares
of par value US$10 each and issued 1 ordinary share at par value of
US$10 which is fully paid up.
(b) On 22 May 2015, the Company has issued 999 ordinary shares
at par value of US$10 which are not fully paid up.
(c) Pursuant to an ordinary resolution of the Company held on 16
October 2015, the authorized and issued share capital of the
Company has been re-denominated (using an effective currency
conversion rate of US$1: GBP0.656), and on the same day subdivided
each issued and unissued ordinary share of GBP6.56 into an ordinary
share of GBP0.0001.
(d) Immediately following the redenomination and subdivision of
ordinary shares, the Company and its existing shareholders agreed
to be forfeiture of all of the unpaid shares totaling 65,534,400 of
the 65,600,000 ordinary shares in issue and the Company agreed to
waive any right to call for the unpaid share capital to be paid
up.
(e) On 16 October 2015, the Company has issued 22,434,400
ordinary shares at par value of GBP0.0001 which are fully paid
up.
(f) On 17 November 2015, the Company's shares had been admitted
to trading on Main Market of the London Stock Exchange. The Company
has further issued 7,500,000 ordinary shares of par value GBP0.0001
each at GBP0.10 per share from the public placement. The total
issued ordinary shares of the Company were 30,000,000.
10. RELATED PARTY TRANSACTIONS
(a) Compensation of key management personnel
The remuneration of members of key management non-director
personnel during the period was as follows:
01/01/2016 22/05/2015
to to
30/06/2016 30/06/2015
GBP GBP
(unaudited) (unaudited)
Short-term benefits 18,000 -
============= =============
(b) Apart from the balances with related parties at the end of
the reporting period disclosed elsewhere in the financial
statements, the Company had not entered into any other significant
related party transactions for the period.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR AKBDKPBKDPFB
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