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EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - Cosmos Holdings Inc.cosm_992.htm
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EXHIBIT 99.1 

 

 

Registered number: 07732039

 

 

 

 

 

 

DECAHEDRON LIMITED

 

 

 

 

 


NON-STATUTORY FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 
 
 
 

  

  

DECAHEDRON LIMITED

 

 

COMPANY INFORMATION

  

 

Director

Nikolaos Lazarou

 

Grigorios Siokas (appointed 10 February 2017)

 

Registered number

07732039

 

Registered office

161 Lancaster Road

 

Enfield

 

Middlesex

 

EN2 0JN

Independent auditor

Crowe Clark Whitehill LLP

 

St Brides House

 

10 Salisbury Square

 

London

 

EC4Y 8EH

 

 

 

 

 

 

 

DECAHEDRON LIMITED

 

 

CONTENTS

  

 

 

 

Page

 

Director's report

 

1

 

Independent auditor's report

 

3

 

Income Statement

 

4

 

Balance sheet

 

5

 

Statement of changes in equity

 

6

 

Statement of cash flows

 

7

 

Notes to the financial statements

 

8 - 16

 

 

 
 
 
 

 

  

DECAHEDRON LIMITED

 

 

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 

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
 
 

 

  

DECAHEDRON LIMITED

 

 

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 

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

 

 

· 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
 
 

 

 

DECAHEDRON LIMITED

 

 

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
 
 

 

 

DECAHEDRON LIMITED

 

 

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2016

 

 

 

 

 

 

2016

 

 

2015

 

 

 

Note

 

 

£

 

 

£

 

 

 

 

 

 

 

 

 

 

 

Turnover

 

2

 

 

 

1,900,656

 

 

 

2,220,543

 

Cost of sales

 

 

 

 

 

(1,456,114 )

 

 

(2,139,975 )

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

 

444,542

 

 

 

80,568

 

Administrative expenses

 

 

 

 

 

(224,218 )

 

 

(92,049 )

Insurance proceed

 

 

 

 

 

-

 

 

 

30,819

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

 

 

 

220,324

 

 

 

19,338

 

Interest receivable and similar income

 

 

 

 

 

-

 

 

 

2,722

 

Interest payable

 

 

 

 

 

(168 )

 

 

(225 )

 

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

 

 

 

 

220,156

 

 

 

21,835

 

Tax on profit

 

3

 

 

 

23,292

 

 

 

(26,424 )

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) for the year

 

 

 

 

 

243,448

 

 

 

(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
 
 

 

 

DECAHEDRON LIMITED

REGISTERED NUMBER: 07732039

 

 

BALANCE SHEET

AS AT 31 DECEMBER 2016

 

   

 

 

 

 

2016

 

 

2015

 

 

 

Note

 

 

£

 

 

£

 

Fixed assets

 

 

 

 

 

 

 

 

 

Tangible assets

 

4

 

 

 

13,635

 

 

 

17,651

 

 

 

 

 

 

 

13,635

 

 

 

17,651

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Stocks

 

5

 

 

 

49,852

 

 

 

-

 

Debtors: amounts falling due within one year

 

6

 

 

 

666,266

 

 

 

348,085

 

Cash at bank and in hand

 

7

 

 

 

11,619

 

 

 

27,986

 

 

 

 

 

 

 

727,737

 

 

 

376,071

 

 

 

 

 

 

 

 

 

 

 

 

 

Creditors: amounts falling due within one year

 

8

 

 

 

(707,492 )

 

 

(599,759 )

 

 

 

 

 

 

 

 

 

 

 

 

Net current assets/(liabilities)

 

 

 

 

 

20,245

 

 

 

(223,688 )

Total assets less current liabilities

 

 

 

 

 

33,880

 

 

 

(206,037 )

 

 

 

 

 

 

 

 

 

 

 

 

Provisions for liabilities

 

 

 

 

 

 

 

 

 

 

 

Deferred tax

 

 

 

 

 

-

 

 

 

(3,531 )

 

 

 

 

 

 

-

 

 

 

(3,531 )

Net assets/(liabilities)

 

 

 

 

 

33,880

 

 

 

(209,568 )

 

 

 

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

 

 

 

 

Called up share capital

 

9

 

 

 

140,961

 

 

 

140,961

 

Profit and loss account

 

 

 

 

 

(107,081 )

 

 

(350,529 )

 

 

 

 

 

 

33,880

 

 

 

(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

 

/s/ Grigorios Siokas

Mr Nikolaos Lazarou

 

Grigorios Siokas

Director

 

Director

 

 
Page 5
 
 

 

 

DECAHEDRON LIMITED

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

 

    

 

 

Share Capital

 

 

Profit and loss account

 

 

Total

 

 

 

£

 

 

£

 

 

£

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2015

 

 

140,961

 

 

 

(250,940 )

 

 

(109,979 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year and total comprehensive loss

 

 

-

 

 

 

(4,589 )

 

 

(4,589 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend paid

 

 

-

 

 

 

(95,000 )

 

 

(95,000 )

At 31 December 2015 and 1 January 2016

 

 

140,961

 

 

 

(350,529 )

 

 

(209,568 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year and total comprehensive income

 

 

-

 

 

 

243,448

 

 

 

243,448

 

At 31 December 2016

 

 

140,961

 

 

 

(107,081 )

 

 

33,880

 

  

The notes numbered 1 to 17 form an integral part of these financial statements.

 

 
Page 6
 
 

 

 

DECAHEDRON LIMITED

 

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2016

 

  

 

 

2016

 

 

2015

 

 

 

£

 

 

£

 

Cash flows from operating activities

 

 

 

 

 

 

Operating profit

 

 

220,324

 

 

 

19,338

 

Adjustment for:

 

 

 

 

 

 

 

 

Depreciation

 

 

4,414

 

 

 

2,096

 

 

 

 

224,738

 

 

 

21,434

 

Movements in working capital

 

 

 

 

 

 

 

 

-  Increase in stock

 

 

(49,852 )

 

 

-

 

-  Increase/(decrease) in trade and other debtors

 

 

(461,468 )

 

 

21,907

 

-  Increase in trade and other creditors

 

 

134,576

 

 

 

66,106

 

Cash (used in)/generated from operations

 

 

(376,744 )

 

 

88,013

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

(168 )

 

 

(225 )

Interest received

 

 

-

 

 

 

2,722

 

Tax paid

 

 

(26,843 )

 

 

(24,733 )

 

 

 

 

 

 

 

 

 

Net cash (used in)/generated from operating activities

 

 

(179,017 )

 

 

87,211

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Payment for fixed assets

 

 

(398 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(398 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayment of director loan account

 

 

163,048

 

 

 

 

 

Loan to the director

 

 

-

 

 

 

(221,042 )

Dividends paid

 

 

-

 

 

 

(95,000 )

Other loan

 

 

-

 

 

 

144,439

 

 

 

 

 

 

 

 

 

 

Net cash generated from/(used in) financing activities

 

 

163,048

 

 

 

(171,603 )

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(16,367 )

 

 

(84,392 )

Cash and cash equivalents at 1 January

 

 

27,986

 

 

 

112,378

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at 31 December

 

 

11,619

 

 

 

27,986

 

 

The notes numbered 1 to 17 form an integral part of these financial statements.

 

 
Page 7
 
 

   

 

DECAHEDRON LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

 

 

1. Accounting policies

 

1.1

General information

 

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

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.

 

 

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:

 

 

 

 

· the amount of revenue can be measured reliably;

 

 

 

 

· it is probable that the Company will receive the consideration due under the contract;

 

 

 

 

· the stage of completion of the contract at the end of the reporting period can be measured reliably; and

 

 

 

 

· the costs incurred and the costs to complete the contract can be measured reliably.

 

 
Page 8
 
 

 

 

DECAHEDRON LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

 

 

1.3

Tangible fixed assets

 

 

 

 

 

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

-

Straight line over the life of the lease

Fixtures, fittings & equipment

-

20% on reducing balance

 

1.4

Stock

 

 

 

 

 

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

 

 

 

 

 

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
 
 

 

  

DECAHEDRON LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 

1.6

Foreign currency translation

 

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

 

 
Page 10
 
 

 

  

DECAHEDRON LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 

1.8

Current and deferred taxation

 

 

 

 

 

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:

 

 

· 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

 

 

 

 

· Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

 

 

 

 

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

 

 

 

 

 

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
 
 

 

  

DECAHEDRON LIMITED

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

  

 

2.

Turnover

 

 

 

2016

 

 

2015

 

 

 

£

 

 

£

 

 

 

 

 

 

 

 

Sale of pharmaceutical goods

 

 

1,476,456

 

 

 

2,220,543

 

 

 

 

 

 

 

 

 

 

Market research services

 

 

424,200

 

 

 

-

 

 

 

 

1,900,656

 

 

 

2,220,543

 

 

3.

Taxation

 

 

 

2016

 

 

2015

 

 

 

£

 

 

£

 

Corporation tax

 

 

 

 

 

 

Current tax on profits for the year

 

 

(19,761 )

 

 

26,843

 

 

 

 

(19,761 )

 

 

26,843

 

 

 

 

 

 

 

 

 

 

Total current tax

 

 

(19,761 )

 

 

26,843

 

 

 

 

 

 

 

 

 

 

Deferred tax

 

 

 

 

 

 

 

 

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