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EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - Cosmos Holdings Inc. | cosm_992.htm |
8-K/A - FORM 8-K/A - Cosmos Holdings Inc. | cosm_8ka.htm |
EXHIBIT 99.1
Registered number: 07732039
DECAHEDRON LIMITED
NON-STATUTORY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2016
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DECAHEDRON LIMITED |
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COMPANY INFORMATION |
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Director |
Nikolaos Lazarou |
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Grigorios Siokas (appointed 10 February 2017) |
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Registered number |
07732039 |
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Registered office |
161 Lancaster Road |
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Enfield |
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Middlesex |
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EN2 0JN |
Independent auditor |
Crowe Clark Whitehill LLP |
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St Brides House |
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10 Salisbury Square |
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London |
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EC4Y 8EH |
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DECAHEDRON LIMITED |
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CONTENTS |
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Page |
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Director's report |
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1 |
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Independent auditor's report |
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3 |
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Income Statement |
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4 |
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Balance sheet |
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5 |
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Statement of changes in equity |
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6 |
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Statement of cash flows |
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7 |
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Notes to the financial statements |
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8 - 16 |
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DECAHEDRON LIMITED |
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DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2016 |
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The director presents his report and the financial statements for the year ended 31 December 2016.
Director's responsibilities statement
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Section 1A of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Under company law the director must not approve the financial statements unless he is satisfied that he gives 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 director is required to:
·
select suitable accounting policies for the Company's financial statements and then apply them consistently;
·
make judgments and accounting estimates that are reasonable and prudent;
·
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Principal activity
The principal activity of the company during the period under review was that of wholesale of pharmaceutical goods.
Director
The director who served during the year was:
Nikolaos Lazarou
Grigorios Siokas was appointed as a director on 10 February 2017.
Page 1 |
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DECAHEDRON LIMITED |
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DIRECTOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2016 |
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Disclosure of information to auditor
Each of the persons who are directors at the time when this Director’s report is approved has confirmed that:
· | so far as that director is aware, there is no relevant audit information of which the company's auditor is unaware, and |
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· | 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 auditor is aware of that information. |
This report was approved by the board on 20 April 2017 and signed on its behalf.
/s/ Nikolaos Lazarou
Nikolaos Lazarou
Director
Page 2 |
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DECAHEDRON LIMITED |
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Report on the Financial Statements
We have audited the accompanying non-statutory financial statements of Decahedron Limited, which comprise the Balance Sheet as of December 31, 2015 and 2016, and the related Income Statement, Statement of Changes in Equity, and Statement of Cash Flows for the years then ended, and the related notes numbered 1 to 17 to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland, this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require that we comply with ethical requirements and 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, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant 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 non-statutory financial statements referred to above present fairly, in all material respects, the financial position of Decahedron Limited as of December 31, 2015 and 2016, and the results of its operations and its cash flows for the years then ended in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.
/s/ Crowe Clark Whitehill LLP
Crowe Clark Whitehill LLP
Statutory Auditors
London, UK
20 April 2017
Page 3 |
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DECAHEDRON LIMITED |
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INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2016 |
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2016 |
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2015 |
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Note |
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£ |
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£ |
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Turnover |
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2 |
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1,900,656 |
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2,220,543 |
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Cost of sales |
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(1,456,114 | ) |
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(2,139,975 | ) |
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Gross profit |
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444,542 |
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80,568 |
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Administrative expenses |
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(224,218 | ) |
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(92,049 | ) |
Insurance proceed |
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- |
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30,819 |
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Operating profit |
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220,324 |
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19,338 |
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Interest receivable and similar income |
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- |
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2,722 |
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Interest payable |
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(168 | ) |
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(225 | ) |
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Profit before tax |
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220,156 |
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21,835 |
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Tax on profit |
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3 |
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23,292 |
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(26,424 | ) |
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Profit/(loss) for the year |
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243,448 |
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(4,589 | ) |
There was no other comprehensive income for 2016 (2015:£NIL).
The notes numbered 1 to 17 form an integral part of these financial statements.
Page 4 |
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DECAHEDRON LIMITED REGISTERED NUMBER: 07732039 |
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BALANCE SHEET AS AT 31 DECEMBER 2016 |
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2016 |
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2015 |
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Note |
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£ |
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£ |
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Fixed assets |
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Tangible assets |
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4 |
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13,635 |
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17,651 |
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13,635 |
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17,651 |
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Current assets |
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Stocks |
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5 |
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49,852 |
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- |
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Debtors: amounts falling due within one year |
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6 |
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666,266 |
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348,085 |
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Cash at bank and in hand |
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7 |
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11,619 |
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27,986 |
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727,737 |
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376,071 |
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Creditors: amounts falling due within one year |
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8 |
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(707,492 | ) |
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(599,759 | ) |
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Net current assets/(liabilities) |
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20,245 |
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(223,688 | ) |
Total assets less current liabilities |
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33,880 |
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(206,037 | ) |
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Provisions for liabilities |
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Deferred tax |
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- |
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(3,531 | ) |
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- |
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(3,531 | ) |
Net assets/(liabilities) |
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33,880 |
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(209,568 | ) |
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Capital and reserves |
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Called up share capital |
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9 |
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140,961 |
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140,961 |
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Profit and loss account |
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(107,081 | ) |
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(350,529 | ) |
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33,880 |
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(209,568 | ) |
The notes numbered 1 to 17 form an integral part of these financial statements.
The non- statutory financial statements have been prepared in accordance with the provision of FRS 102 Section 1A – small entities. The non-statutory financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 April 2017.
/s/ Nikolaos Lazarou |
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/s/ Grigorios Siokas |
Mr Nikolaos Lazarou |
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Grigorios Siokas |
Director |
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Director |
Page 5 |
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DECAHEDRON LIMITED |
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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2016 |
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Share Capital |
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Profit and loss account |
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Total |
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£ |
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£ |
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£ |
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At 1 January 2015 |
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140,961 |
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(250,940 | ) |
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(109,979 | ) |
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Loss for the year and total comprehensive loss |
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- |
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(4,589 | ) |
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(4,589 | ) |
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Dividend paid |
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- |
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(95,000 | ) |
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(95,000 | ) |
At 31 December 2015 and 1 January 2016 |
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140,961 |
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(350,529 | ) |
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(209,568 | ) |
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Profit for the year and total comprehensive income |
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- |
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243,448 |
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243,448 |
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At 31 December 2016 |
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140,961 |
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(107,081 | ) |
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33,880 |
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The notes numbered 1 to 17 form an integral part of these financial statements.
Page 6 |
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DECAHEDRON LIMITED |
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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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2016 |
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2015 |
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£ |
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£ |
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Cash flows from operating activities |
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Operating profit |
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220,324 |
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19,338 |
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Adjustment for: |
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Depreciation |
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4,414 |
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2,096 |
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224,738 |
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21,434 |
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Movements in working capital |
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- Increase in stock |
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(49,852 | ) |
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- |
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- Increase/(decrease) in trade and other debtors |
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(461,468 | ) |
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21,907 |
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- Increase in trade and other creditors |
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134,576 |
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66,106 |
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Cash (used in)/generated from operations |
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(376,744 | ) |
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88,013 |
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Interest paid |
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(168 | ) |
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(225 | ) |
Interest received |
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- |
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2,722 |
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Tax paid |
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(26,843 | ) |
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(24,733 | ) |
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Net cash (used in)/generated from operating activities |
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(179,017 | ) |
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87,211 |
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Cash flows from investing activities |
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Payment for fixed assets |
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(398 | ) |
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- |
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Net cash used in investing activities |
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(398 | ) |
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- |
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Cash flows from financing activities |
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Repayment of director loan account |
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163,048 |
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Loan to the director |
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- |
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(221,042 | ) |
Dividends paid |
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- |
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(95,000 | ) |
Other loan |
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- |
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144,439 |
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Net cash generated from/(used in) financing activities |
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163,048 |
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(171,603 | ) |
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Net decrease in cash and cash equivalents |
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(16,367 | ) |
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(84,392 | ) |
Cash and cash equivalents at 1 January |
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27,986 |
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112,378 |
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Cash and cash equivalents at 31 December |
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11,619 |
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27,986 |
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The notes numbered 1 to 17 form an integral part of these financial statements.
Page 7 |
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DECAHEDRON LIMITED |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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1. Accounting policies
1.1 |
General information | |
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The company is a private company, limited by shares, incorporated in England and Wales with registration number 07732039. The address of the registered office is 161 Lancaster Road, Enfield, Middlesex, EN2 0JN. |
1.1 |
Basis of preparation of financial statements | |
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The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland.
The following principal accounting policies have been applied: |
1.2 |
Revenue | |
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Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of pharmaceutical goods is recognised when all of the following conditions are satisfied: |
·
the Company has transferred the significant risks and rewards of ownership to the buyer;
·
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
·
the amount of revenue can be measured reliably;
·
it is probable that the Company will receive the consideration due under the transaction; and
·
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Rendering of services
Revenue from a contract to provide market research services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: | |
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· | the amount of revenue can be measured reliably; |
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· | it is probable that the Company will receive the consideration due under the contract; |
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· | the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
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· | the costs incurred and the costs to complete the contract can be measured reliably. |
Page 8 |
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DECAHEDRON LIMITED |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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1.3 |
Tangible fixed assets | |
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis: |
Short Leasehold |
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Straight line over the life of the lease | |||
Fixtures, fittings & equipment |
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20% on reducing balance |
1.4 |
Stock | |
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Stock is valued at the lower of cost and net realisable value after making due allowance for obsolete and slow‑moving stock. Cost of goods sold includes all direct costs and an appropriate proportion of fixed and variable overheads. |
1.5 |
Financial instruments | |
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Financial assets and financial liabilities are recognised upon becoming a party to the contractual provisions of the instrument.
Debtors
Debtors do not carry interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss account when there is objective evidence that the asset is impaired.
Cash at bank and in hand
These comprise cash at bank and other shore-term liquid bank deposits with an original maturity of three months or less.
Trade and other creditors
Trade and other creditors are not interest bearing and are stated at their nominal value. |
Page 9 |
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DECAHEDRON LIMITED |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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1.6 |
Foreign currency translation | |
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non‑monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non‑monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges. |
1.7 |
Dividends | |
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Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable. |
1.7 |
Operating leases | |
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Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term. |
Page 10 |
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DECAHEDRON LIMITED |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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1.8 |
Current and deferred taxation | |
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that: |
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· | The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |
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· | Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
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Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
1.8 |
Going concern | |
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The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and, as such, consider it appropriate to prepare the financial statements on the going concern basis. In forming this view the directors have considered the acquisition of the Company on 10 February 2017 by Cosmos Holdings Inc, additional funding from the issue of share capital and obtaining trade facilities, planned growth and forecasts prepared. The directors consider that the company will be profitable and cash generative and will be able to meet its working capital requirements and liabilities as they fall due. |
Page 11 |
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DECAHEDRON LIMITED |
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
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2. |
Turnover |
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2016 |
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2015 |
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£ |
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£ |
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Sale of pharmaceutical goods |
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1,476,456 |
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2,220,543 |
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Market research services |
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424,200 |
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- |
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1,900,656 |
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2,220,543 |
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3. |
Taxation |
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2016 |
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2015 |
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£ |
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£ |
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Corporation tax |
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Current tax on profits for the year |
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(19,761 | ) |
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26,843 |
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(19,761 | ) |
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26,843 |
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Total current tax |
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(19,761 | ) |
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26,843 |
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Deferred tax |
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|
|
|
|
|
|
Origination and reversal of timing differences |
|
|
(3,531 | ) |
|
|
(419 | ) |
|
|
|
|
|
|
|
|
|
Total deferred tax |
|
|
(3,531 | ) |
|
|
(419 | ) |
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities |
|
|
(23,292 | ) |
|
|
26,424 |
|
Factors affecting tax charge for the year
There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 20% (2015 ‑ 20%).
Factors that may affect future tax charges
There were no factors that may affect future tax charges.
Page 12
|
DECAHEDRON LIMITED |
|
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
4. |
Tangible fixed assets |
|
|
S/Term Leasehold Property |
|
|
Fixtures & fittings |
|
|
Total |
| |||
|
|
£ |
|
|
£ |
|
|
£ |
| |||
Cost |
|
|
|
|
|
|
|
|
| |||
At 1 January 2016 |
|
|
4,444 |
|
|
|
32,825 |
|
|
|
37,269 |
|
Additions |
|
|
- |
|
|
|
398 |
|
|
|
398 |
|
At 31 December 2016 |
|
|
4,444 |
|
|
|
33,223 |
|
|
|
37,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2016 |
|
|
1,776 |
|
|
|
17,842 |
|
|
|
19,618 |
|
Charge for the period |
|
|
593 |
|
|
|
3,821 |
|
|
|
4,414 |
|
At 31 December 2016 |
|
|
2,369 |
|
|
|
21,663 |
|
|
|
24,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2016 |
|
|
2,075 |
|
|
|
11,560 |
|
|
|
13,635 |
|
At 31 December 2015 |
|
|
2,668 |
|
|
|
14,983 |
|
|
|
17,651 |
|
5. |
Stock |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
|
|
|
|
|
|
|
|
|
Finished goods and goods for resale |
|
|
49,852 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total Stock |
|
|
49,852 |
|
|
|
- |
|
Page 13 |
|
DECAHEDRON LIMITED |
|
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
6. |
Debtors |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
|
|
|
|
|
|
|
|
|
Trade debtors |
|
|
12,904 |
|
|
|
4,183 |
|
|
|
|
|
|
|
|
|
|
Other debtors |
|
|
77,484 |
|
|
|
20,953 |
|
|
|
|
|
|
|
|
|
|
Amount owed by related party (note 14) |
|
|
418,898 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Director’s current account |
|
|
148,951 |
|
|
|
311,999 |
|
|
|
|
|
|
|
|
|
|
Prepayments |
|
|
8,029 |
|
|
|
10,950 |
|
|
|
|
666,266 |
|
|
|
348,085 |
|
7. |
Cash and cash equivalents |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
11,619 |
|
|
|
27,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,619 |
|
|
|
27,986 |
|
8. |
Creditors: Amounts falling due within one year |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
|
|
|
|
|
|
| ||
Trade creditors |
|
|
126,018 |
|
|
|
104,051 |
|
|
|
|
|
|
|
|
|
|
Amount owed to related party (note 14) |
|
|
491,986 |
|
|
|
311,688 |
|
|
|
|
|
|
|
|
|
|
Corporation tax |
|
|
- |
|
|
|
26,843 |
|
|
|
|
|
|
|
|
|
|
Taxation and social security |
|
|
2,246 |
|
|
|
14,696 |
|
|
|
|
|
|
|
|
|
|
Accruals and other creditors |
|
|
87,242 |
|
|
|
142,481 |
|
|
|
|
707,492 |
|
|
|
599,759 |
|
Page 14 |
|
DECAHEDRON LIMITED |
|
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
9. |
Share capital |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
Authorised, allotted, called up and fully paid |
|
|
|
|
|
| ||
140,000‑ Ordinary A shares of £1 each |
|
|
140,000 |
|
|
|
140,000 |
|
1‑ B Shares share of £1 |
|
|
1 |
|
|
|
1 |
|
200‑ C Shares of £1 each |
|
|
200 |
|
|
|
200 |
|
200‑ D Shares of £1 each |
|
|
200 |
|
|
|
200 |
|
210‑ E Shares of £1 each |
|
|
210 |
|
|
|
210 |
|
210‑ F Shares of £1 each |
|
|
210 |
|
|
|
210 |
|
140‑ G Shares of £1 each |
|
|
140 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
140,961 |
|
|
|
140,961 |
|
10. |
Director’s advances, credits and guarantees | |||||
|
| |||||
|
The Following advances and credits to a director subsisted during the years ended 31 December 2016 and 31 December 2015 |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
N Lazarou |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Balance outstanding at start of year |
|
|
311,999 |
|
|
|
90,957 |
|
|
|
|
|
|
|
|
|
|
Amounts advanced |
|
|
165,189 |
|
|
|
413,830 |
|
|
|
|
|
|
|
|
|
|
Amounts repaid |
|
|
(328,237 | ) |
|
|
(192,788 | ) |
|
|
|
|
|
|
|
|
|
Balance outstanding at end of year |
|
|
148,951 |
|
|
|
311,999 |
|
11. |
Dividends |
|
|
2016 |
|
|
2015 |
| ||
|
|
£ |
|
|
£ |
| ||
|
|
|
|
|
|
|
|
|
Dividends paid on equity capital |
|
|
- |
|
|
|
95,000 |
|
Page 15 |
|
DECAHEDRON LIMITED |
|
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
12. |
Staff numbers |
|
|
|
The average number of employees of the company including, director, during the year was 2 (2015: 2). |
|
|
13. |
Auditors remuneration |
|
|
|
The auditor remuneration for the year was £10,000 (2015: £10,000). |
14. |
Related party transactions |
|
|
|
At 31 December 2014, the company was owed £144,439 by Eleni Metsoviti (a close family member of the director of the company). The amount was paid to the company during the year ended 31 December 2015.
Eleni Metsoviti & Co, a company registered in Greece and controlled by Eleni Metsoviti, signed a contract with the company on 3 October 2016 which expired on 31 December 2016. In consideration for providing the market research services, the company charged a fee amounting to £424,200 (€489,000) to Eleni Metsoviti & Co. The amount owed to the company at 31 December 2016 was £418,898 (€489,000).
Medihelm SA, a company registered in Greece and controlled by Eleni Metsoviti, sold pharmaceutical products to the company for the years ended 31 December 2015 and 31 December 2016 amounting to £819,576 (€1,138,557) and £533,068 (€679,993) respectively. The amounts owed by the company at 31 December 2014, 31 December 2015 and 31 December 2016 were £17,386 (€21,718), £311,688 (€422,839) and (£491,986) €574,320 respectively. |
15. |
Post balance sheet event |
|
|
|
On 10 February 2017 the share capital of the company was purchased by Cosmos Holdings Inc. a US traded company. The company is now a wholly owned subsidiary of Cosmos Holdings Inc. |
16. |
Controlling party |
|
|
|
Cosmos Holdings Inc (incorporated in US) is regarded by the directors as being the company's ultimate parent company. |
17. |
Particulars of mortgage or charge |
|
|
|
There is a registered charge securing all monies due or becoming due to USF Nominees Limited under the terms of the rent deposit deed in relation to the lease of Unit 11 Spire Green Centre Harlow. |
Page 16 |
|
DECAHEDRON LIMITED |
|
|
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UK GAAP (Section 1A of Financial Reporting Standard 102) AND US GAAP FOR THE YEAR ENDED 31 DECEMBER 2016
THIS INFORMATION DOES NOT FORM PART OF THE AUDITED NON-STATUTORY FINANCIAL STATEMENTS (INCLUDING NOTES 1 TO 17) PREPARED IN ACCORDANCE WITH UK GAAP (Section 1A of Financial Reporting Standard 102) |
|
18. | Summary of Significant Differences between U.K. GAAP and U.S. GAAP |
|
|
|
The accompanying non-statutory financial statements together with notes 1 to 17 were prepared in accordance with accounting principles generally accepted in the United Kingdom (“U.K. GAAP”) which differ from those generally accepted in the United States (“U.S. GAAP”). The significant differences, as they apply to the combined financial statements presented, are summarized below.
Following is a reconciliation of net income of the Company as shown in the combined financial statements to net income according to accounting principles generally accepted in the United States. |
Net Loss Reconciliation (unaudited) |
|
|
|
|
| |||||
|
|
|
|
Year ended December 31, 2016 |
| |||||
|
|
Note |
|
in £ GBP |
|
|
in $ USD |
| ||
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations under U.K. GAAP |
|
|
|
£ | 243,447 |
|
|
$ | 329,992 |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP Adjustments: |
|
|
|
|
|
|
|
|
|
|
Net sales (Turnover) |
|
(a) |
|
|
(424,200 | ) |
|
|
(575,003 | ) |
Foreign currency transaction loss |
|
(a) |
|
|
5,302 |
|
|
|
7,187 |
|
Income (loss) from continuing operations under U.S. GAAP |
|
|
|
|
(175,451 | ) |
|
|
(237,824 | ) |
Adjustments to December 31, 2016 Balance Sheet: |
Shareholder's equity reconciliation (unaudited) |
|
|
|
|
|
|
|
| ||
|
|
|
|
Year ended December 31, 2016 |
| |||||
|
|
Note |
|
in £ GBP |
|
|
in $ USD |
| ||
|
|
|
|
|
|
|
|
|
|
|
Capital and Reserves under U.K. GAAP |
|
|
|
£ | 33,880 |
|
|
$ | 45,924 |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP Adjustments: |
|
|
|
|
|
|
|
|
|
|
Profit and Loss Account (Accumulated Deficit) |
|
(b) |
|
|
(418,898 | ) |
|
|
(520,732 | ) |
Total Stockholders' Deficit under U.S. GAAP |
|
|
|
|
(385,018 | ) |
|
|
(474,808 | ) |
Page 17 |
|
DECAHEDRON LIMITED |
|
|
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UK GAAP (Section 1A of Financial Reporting Standard 102) AND US GAAP FOR THE YEAR ENDED 31 DECEMBER 2016
THIS INFORMATION DOES NOT FORM PART OF THE AUDITED NON-STATUTORY FINANCIAL STATEMENTS (INCLUDING NOTES 1 TO 17) PREPARED IN ACCORDANCE WITH UK GAAP (Section 1A of Financial Reporting Standard 102) |
|
There are no significant differences to the net cash flow under US GAAP. | |
|
|
|
(a) Revenue Recognition Adjustments
For reporting entities, U.S. GAAP for publicly sets forth four requirements that must generally be met before revenue can be realized and earned: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. At the time of this filing, Decadhedron Net Sales (Turnover) includes income for research services with a related party, the collection of which has not been received and cannot be reasonable assured. Therefore, these sales (£424,200) have been excluded and the related foreign currency loss (£5,302). Under U.K GAAP, the revenue related to these services and related foreign currency loss is recognized in the current period. |
|
|
|
(b) Net Profit and Loss Account (Accumulated Deficit) Adjustment
As a result of the revenue recognition adjustment described above, the net change in the Net Profit and Loss Account under U.K. GAAP or Accumulated Deficit for U.S. GAAP amounted to ($418,898). |
|
Page 18 |