Exhibit 21.1

INDEPENDENT AUDITOR’S REPORT

To: the Shareholders and Board of Velocitius B.V.

We have audited the accompanying financial statements 2013 of Velocitius B.V., Amsterdam, which comprise the consolidated and company balance sheet as at December 31st, 2013, the consolidated and company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

Management’s responsibility

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America. Furthermore management is responsible for such internal control as it determines as necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. This requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of Velocitius B.V. as at December 31st, 2013, and of its result for the year then ended in accordance with accounting principles generally accepted In the United States of America.

Unaudited corresponding figures

We have not audited the financial statements of the previous year. Consequently, we have not audited the corresponding figures included in the profit and loss account.

Velocitius B.V.

(Incorporated in the Netherlands)

Consolidated Financial Statements
December 31, 2013 and 2012
(expressed in USD)

Velocitius B.V.

As at December 31, 2013 and 2012

Velocitius B.V.

Consolidated Balance Sheet

As at December 31, 2013 and 2012

(expressed in USD)

The accompanying notes are an integral part of these financial statements.

2

Velocitius B.V.

Consolidated statements of Operations and Comprehensive Loss

For the years ended December 31, 2013 and 2012

(expressed in USD)

The accompanying notes are an integral part of these financial statements.

3

Velocitius B.V.

Statements of Changes in Shareholder’s Equity

For the years ended December 31, 2013 and 2012

(expressed in USD)

4

Velocitius B.V.

Statements of Cash Flows

For the years ended December 31, 2013

(expressed in USD)

The accompanying notes are an integral part of these financial statements.

5

Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

1            Nature of operations and group affiliation

Velocitius B.V. (the “Company”) was incorporated on May 26, 1986 and is a limited liability company with its statutory seat in Amsterdam, The Netherlands. The principal activity of Velocitius B.V. is acting as a financing and holding of group companies. Velocitius B.V. is wholly owned by MVC Capital, Inc. located at NY, USA.

The consolidated financial statements comprise the annual accounts of Velocitius B.V. and the accounts of the three subsidiaries of Velocitius B.V., MVC Windpark-Verwaltungsgesellschaft mb, Windpark Schrepkow Kletzke GmbH & Co KG and Regenerative Energiewandlung R.E.W. Eixen GmbH & Co. KG. The principal activity of MVC Windpark-Verwaltungsgesellschaft GmbH is the administration of its assets as well as the acceptance of the personal liability in commercial partnerships. The principal activity of Windpark Schrepkow Kletzke GmbH & Co KG is the purchase, construction and use of wind turbines. The principal activity of Regenerative Energiewandlung R.E.W. Eixen GmbH & Co. KG is the purchase, construction and operation of wind energy plants for the generation of electric energy.

2            Significant accounting policies

These financial statements have been prepared in accordance with accounting policies generally accepted in the United States of America. The significant accounting policies are:

In the consolidated financial statements 2012, after the establishment of this financial statements, such inaccuracy arise that 2012 seriously lacking in giving insight. Inaccuracy mentioned refers to the accumulated depreciation of tangible fixed assets and on deficit as part of shareholder’s equity. The latter should have been EUR 318,071 higher. The comparative figures included in consolidated financial statements are adjusted.

In the consolidated financial statements, after the establishment of this financial statements, such inaccuracy arise that 2012 seriously lacking in giving insight. Inaccuracy mentioned refers to the deferred tax position and on the deficit as part of shareholder’s equity. The latter should have been EUR 137,988 higher mainly due to lower tax rate of 29 % instead of 36.5 %.

The comparative figures included in the annual reports and accounts are adjusted.

(a) General

Assets and liabilities are stated at face value unless indicated otherwise.

(b) Intangible fixed assets

Goodwill is stated at net book value, and amortised on a straight line basis over a period of 20 years. Goodwill arises as a difference between the purchase price paid for each subsidiary and the fair value of the identified assets and liabilities of the acquired companies. As the subsidiaries’ assets are windmills with an estimated economic life of 20 years, it was estimated goodwill to have the same economic life, therefore it is depreciated over the same period.

(c) Tangible assets

Other fixed assets are valued at historical cost or manufacturing price including directly attributable expenditure, less straight-line depreciation over their estimated useful lives, or value in use, if lower.

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(d) Financial fixed assets

The investments in subsidiaries are stated at net asset value, determined according to the accounting principles used by the Company. In order to ensure this, it has been assessed the principles based on which the value of the assets and liabilities of the Companies subsidiaries were recorded. The tangible fixed assets of Windpark Schrepkow Kletzke GmbH & Co KG are depreciated according to the digressive method. The tangible fixed assets comprise of wind-powered machines, which’s economical life we estimate to be 20 years. According to the accounting principles of the Company, using a straight line basis for depreciation is better reflecting the fair value of the wind-powered machines, as they will not wear-out in the first years of usage, but evenly during the whole economic life of 20 years.

(e) Cash and cash equivalents

Cash and cash equivalent include cash held with banks and highly liquid investments with the maturity less than three months at the time of their purchase.

(f) Long-term liabilities

Liabilities with a longer term than one year are included in long-term liabilities. Repayments due in the course of the next year are included in current liabilities. Liabilities have been valued at nominal value.

(g) Deferred tax assets and liabilities

Deferred tax assets and liabilities are recognized in respect of timing differences between valuation of assets and liabilities according to fiscal provisions on the one hand and the valuation principles as used in these annual accounts on the other. Deferred tax assets and liabilities are calculated based on the ruling tax rates as at year-end or future applicable rates, insofar as already decreed by law. Deferred taxes are valued at nominal value. Deferred tax assets are recognized under current assets; deferred tax liabilities are recognized under provisions.

(h) Foreign currencies

Assets and liabilities denominated in foreign currencies are translated into US Dollar at rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated at the rates in effect at the dates of transactions. Exchange gains or losses are reflected in the profit and loss account.

(i) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(j) Provisions

Provisions are set up for legally enforceable and actual obligations existing at the balance sheet date, if it is likely that an outflow of recourses is necessary and the size of the obligation can be estimated reliably.

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(k) Principles for the determination of result

Profit or loss is determined as the difference between the realisable value of the goods delivered and services rendered, and the costs and other charges for the year. Gains or losses on transactions are recognised in the year in which they are realised; losses are taken as soon as they are foreseeable.

Sales income comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of value-added tax, rebates and discounts and after eliminating sales within the group.

General and administrative expenses comprise costs chargeable to the year that are not directly attributable to the cost of the goods sold.

Intangible fixed assets including goodwill are amortised and tangible fixed assets are depreciated over their expected useful lives as from the inception of their use. Land and investment property are not depreciated. Future depreciation is adjusted if there is a change in estimated useful life.

(l) Taxation

Profit tax is calculated on the profit/loss before taxation in the profit and loss account, taking into account any losses carried forward from previous financial years (insofar as these are not included in deferred tax assets), tax exempt items and non deductible expenses. Account is also taken of changes in deferred tax assets and deferred tax liabilities owing to changes in the applicable tax rates.

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(expressed in USD)

3           Goodwill

9

Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(expressed in USD)

4                 Technical plants and machines

Technical plants and machinery straight line depreciation used by Velocitius B. V.

Technical plants and machinery using digressive depreciation by Windpark Schrepkow Kletzke GmbH & Co KG

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(expressed in USD)

4              Technical plants and machines (continued)

Technical plants and machinery 20 years straight line depreciation used by Velocitius B.V.

Technical plants and machinery 16 years straight line depreciation used by Regenerative Energiewandlung R.E.W. Eixen GmbH & Co. KG

5              Cash and cash equivalents

The cash and cash equivalents are at the Company’s free disposal.

6              Capital stock

As at balance sheet date the authorized share capital of the Company is USD 119,771 (EUR 90,760) divided into 90,760 shares of USD 1.32 (EUR I) each. A total of 18,152 shares were issued end fully paid.

As at balance sheet date the Company had USD 11,546,933 (EUR 8,750,000) contributed to capital surplus account.

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(expressed in USD)

7            Loans payable

The loans payable are repayable as follows:

8             Accounts payable and accrued expenses

9             Deferred tax liability

10      Sales income

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Velocitius B.V.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

(expressed in USD)

11          Amortization intangible fixed assets

12          Depreciation tangible fixed assets

13          General and administrative expenses

14          Provision for corporate tax

The corporate tax is based on the fiscal results, taking into account that certain income and expenses as reported in the profit and loss account are exempted from taxation.

15          Directors and employees

The Group has no employees other than its directors.

The Group has no supervisory directors.

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Velocitius B.V.

Balance Sheet

As at December 31, 2013 and 2012

(expressed in Euros)