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Eurocap Investments plc; Euroc (ECAP)

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Thursday 28 May, 2015

Eurocap Investments plc; Euroc

Directors' Report for the Year Ended 31 December 2014


Registered number: 07689390

                                                        EUROCAP INVESTMENTS PLC

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2014

                       EUROCAP INVESTMENTS PLC                                     
                                                                                   
                       COMPANY INFORMATION                                         
                                                                                   
Directors              C J Comu                                                    
                                                                                   
                       C Comu (resigned 30 January 2015)                           
                                                                                   
                       B Sumner (appointed 30 January 2015)                        
                                                                                   
Company secretary      B Sumner                                                    
                                                                                   
Registered number      07689390                                                    
                                                                                   
Registered office      106 Mount Street                                            
                                                                                   
                       London                                                      
                                                                                   
                       W1K 2TW                                                     
                                                                                   
Independent auditors   Nyman Libson Paul                                           
                                                                                   
                       Chartered Accountants & Registered Auditors                 
                                                                                   
                       Regina House                                                
                                                                                   
                       124 Finchley Road                                           
                                                                                   
                       London                                                      
                                                                                   
                       NW3 5JS                                                     

   

                            EUROCAP INVESTMENTS PLC                                
                                                                                   
                            CONTENTS                                               
                                                                                   
                                                      Page                         
                                                                                   
Strategic report                                      1                            
                                                                                   
Directors' report                                   2 - 3                          
                                                                                   
Independent auditors'                               4 - 5                          
report                                                                             
                                                                                   
Profit and loss account                               6                            
                                                                                   
Balance sheet                                         7                            
                                                                                   
Cash flow statement                                   8                            
                                                                                   
Notes to the financial                              9 - 11                         
statements                                                                         

EUROCAP INVESTMENTS PLC

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2014

Introduction

The directors present their strategic report for the year ended 31 December
2014.

Business review

The company is quoted on London's GXG First Quote Exchange.

The results for the year show a pre-tax loss of £23,074 (2013: £14,092). The
company has made sales of £Nil in this financial period (2013: £10,000).

Principal risks and uncertainties

The principal business risks and uncertainties relate to the company being
unable to identify suitable targets for investment. The company continues to
seek to make investments in operating companies with proven business models and
management teams capable of sustaining growth.

Financial key performance indicators

Given the straightforward nature of the business, the company's directors are
of the opinion that analysis using KPI's is not necessary for an understanding
of the development, performance or position of the business.

This report was approved by the board
on                                                      and signed on its
behalf.

B Sumner

Director

Page 1

EUROCAP INVESTMENTS PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2014

The directors present their report and the financial statements for the year
ended 31 December 2014.

Principal activities

The principal activity of the company is to identify, acquire and operate
businesses on an international basis.

Results

The loss for the year, after taxation, amounted to £23,074 (2013 - loss £
14,092).

Directors

The directors who served during the year were:

C J Comu

C Comu (resigned 30 January 2015)

Financial instruments

The company's financial instruments comprise a bank balance, trade creditors
and other creditors all arising in the normal course of business. The purpose
of these instruments are to finance the company's operations. Due to the nature
of the financial instruments used there is no exposure to price risk or credit
risk. The company manages its exposure to cash flow risk and liquidity risk by
ensuring that funds are available to meet liabilities as they fall due.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the
directors' report and the financial statements in accordance with applicable
law and regulations.

Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss of the company for that
period. In preparing these financial statements, the directors are required to:

  * select suitable accounting policies and then apply them consistently;

  * make judgments and accounting estimates that are reasonable and prudent;

  * state whether applicable UK Accounting Standards have been followed,
    subject to any material departures disclosed and explained in the financial
    statements;

  * prepare the financial statements on the going concern basis unless it is
    inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.

Page 2

EUROCAP INVESTMENTS PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2014

Company's policy for payment of creditors

The company's policy is to agree terms of payment with suppliers in advance of
each transaction, to ensure that suppliers are made aware of the terms of
payment and to abide by the terms of payment.

Trade creditors at the year end represented 83 days' purchases.

Auditors

The auditors, Nyman Libson Paul, will be proposed for reappointment in
accordance with section 489 of the Companies Act 2006.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report
is approved has confirmed that:

  * so far as that director is aware, there is no relevant audit information of
    which the company's auditors are unaware, and

  * that director has taken all the steps that ought to have been taken as a
    director in order to be aware of any relevant audit information and to
    establish that the company's auditors are aware of that information.

This report was approved by the board
on                                                           and signed on its
behalf.

B Sumner

Director

Page 3

EUROCAP INVESTMENTS PLC

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF EUROCAP INVESTMENTS PLC

We have audited the financial statements of Eurocap Investments PLC for the
year ended 31 December 2014, set out on pages 6 to 11. The financial reporting
framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).

This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we are
required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's Ethical
Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial
information in the strategic report and the directors' report to identify
material inconsistencies with the audited financial statements and to identify
any information that is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

  * give a true and fair view of the state of the company's affairs as at 31
    December 2014 and of its loss for the year then ended;

  * have been properly prepared in accordance with United Kingdom Generally
    Accepted Accounting Practice; and

  * have been prepared in accordance with the requirements of the Companies Act
    2006.

Emphasis of matter

Without qualifying our opinion, we draw your attention to note 1 in the
financial statements which indicates that the company has net liabilities at
the balance sheet date of £36,863. These circumstances which are detailed fully
in note 1 indicate the existence of a material uncertainty in connection with
the company's ability to continue as a going concern.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements.

Page 4

EUROCAP INVESTMENTS PLC

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF EUROCAP INVESTMENTS PLC

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:

  * adequate accounting records have not been kept, or returns adequate for our
    audit have not been received from branches not visited by us; or

  * the financial statements are not in agreement with the accounting records
    and returns; or

  * certain disclosures of directors' remuneration specified by law are not
    made; or

  * we have not received all the information and explanations we require for
    our audit.

Richard Paul (senior statutory auditor)

for and on behalf of

Nyman Libson Paul

Chartered Accountants

Registered Auditors

Regina House

124 Finchley Road

London

NW3 5JS

Date:

Page 5

                            EUROCAP INVESTMENTS PLC                                  
                                                                                     
                                 PROFIT AND LOSS ACCOUNT                             
                                                                                     
             FOR THE YEAR ENDED 31 DECEMBER 2014                                     
                                                                                     
                                                                     2014       2013 
                                                                                     
                            Note                                        £          £ 
                                                                                     
TURNOVER                                              1,2          -          10,000 
                                                                                     
Administrative expenses                                          (23,074)   (24,092) 
                                                                                     
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION                      (23,074)   (14,092) 
                                                                                     
Tax on loss on ordinary                                            -               - 
activities                                                                           
                                                                                     
LOSS FOR THE FINANCIAL YEAR                             7        (23,074)   (14,092) 
                                                                                     

All amounts relate to continuing operations.

There were no recognised gains and losses for 2014 or 2013 other than those
included in the profit and loss account.

The notes on pages 9 to 11 form part of these financial statements.

Page 6

EUROCAP INVESTMENTS PLC

REGISTERED NUMBER: 07689390

BALANCE SHEET

AS AT 31 DECEMBER 2014

                                                            2014                  2013 
                                                                                       
                                  Note             £           £           £         £ 
                                                                                       
CURRENT ASSETS                                                                         
                                                                                       
Cash at bank                                   2,864                  12,177           
                                                                                       
CREDITORS: amounts falling due                                                         
within                                                                                 
                                                                                       
one year                            5       (39,727)                (39,728)           
                                                                                       
NET CURRENT LIABILITIES                                 (36,863)              (27,551) 
                                                                                       
NET LIABILITIES                                         (36,863)              (27,551) 
                                                                                       
CAPITAL AND RESERVES                                                                   
                                                                                       
                                                                                       
Called up share capital             6                     65,169                51,407 
                                                                                       
Profit and loss account             7                  (102,032)              (78,958) 
                                                                                       
SHAREHOLDERS' DEFICIT               8                   (36,863)              (27,551) 
                                                                                       

The financial statements were approved and authorised for issue by the board
and were signed on its behalf on

B Sumner

Director

The notes on pages 9 to 11 form part of these financial statements.

Page 7

EUROCAP INVESTMENTS PLC

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2014

                                                                      2014         2013 
                                                                                        
                                         Note                            £            £ 
                                                                                        
Net cash flow from operating activities                  9        (23,075)      (1,376) 
                                                                                        
CASH OUTFLOW BEFORE FINANCING                                     (23,075)      (1,376) 
                                                                                        
Financing                                               10     13,762               -   
                                                                                        
DECREASE IN CASH IN THE YEAR                                       (9,313)      (1,376) 
                                                                                        

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/DEBT

FOR THE YEAR ENDED 31 DECEMBER 2014

                                                                     2014        2013 
                                                                                      
                                                                        £           £ 
                                                                                      
Decrease in cash in the year                                      (9,313)     (1,376) 
                                                                                      
MOVEMENT IN NET DEBT IN THE YEAR                                  (9,313)     (1,376) 
                                                                                      
Net funds at 1 January 2014                                   12,177           13,553 
                                                                                      
NET FUNDS AT 31 DECEMBER 2014                                  2,864           12,177 
                                                                                      
The notes on pages 9 to 11 form part of these financial                               
statements.                                                                           
                                                                                      

Page 8

EUROCAP INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2014

 1. ACCOUNTING POLICIES

 1. Basis of preparation of financial statements

The financial statements have been prepared under the historical cost
convention and in accordance with applicable accounting standards.

 1. Going concern

The company has net liabilities at the balance sheet date of £36,863. The
shareholders have agreed to provide funds to meet the liabilities of the
company as they fall due. The directors therefore consider it appropriate to
prepare the financial statements on a going concern basis.

Should such support be withdrawn, the company may be unable to continue trading
and adjustments would have to be made to reduce the value of assets to their
recoverable amount and to provide for any further liabilities which may arise.

 1. Turnover

Turnover comprises revenue recognised by the company in respect of fees and
income receivable during the year.

 1. Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are
translated into sterling at rates of exchange ruling at the balance sheet date.

Transactions in foreign currencies are translated into sterling at the rate
ruling on the date of the transaction.

Exchange gains and losses are recognised in the profit and loss account.

 1. TURNOVER

The whole of the turnover is attributable to the principal activity of the
company. All turnover arose within the United Kingdom.

 1. AUDITORS' REMUNERATION

                                                                      2014         2013
                                                                                       
                                                                         £            £
                                                                                       
    Fees payable to the company's auditor and its associates                           
    for the                                                                            
                                                                                       
    audit of the company's annual accounts                           2,400        3,300
                                                                                       
 4. STAFF COSTS                                                                        
                                                                                       
    The   company   has   no   employees   other   than        who   did      receive  
    the   directors,                                                   not          any
                                                                                       
    remuneration (2013 - £NIL).                                                        

Page 9

EUROCAP INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2014

 5. CREDITORS:

Amounts falling due within one year

                                                            2014
                                                                
                                                               £
                                                                
Trade creditors                                           5,216 
                                                                
Other creditors                                          34,511 
                                                                
                                                         39,727 
                                                                

   

 6. SHARE CAPITAL                                                     
                                                                      
                                                                  2014
                                                                      
                                                                     £
                                                                      
    Allotted, called up and fully paid                                
                                                                      
    33,850,800 Ordinary shares of €0.0025 each                 65,169 
                                                                      

During the period, 9,850,000 Ordinary shares of €0.0025 each were issued at par
value.

7. RESERVES

At 1 January 2014

Loss for the financial year At 31 December 2014

8. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' DEFICIT

                                                            2014
                                                                
                                                               £
                                                                
Opening shareholders' deficit                           (27,551)
                                                                
Loss for the financial year                             (23,074)
                                                                
Shares issued during the year                            13,762 
                                                                
Closing shareholders' deficit                           (36,863)
                                                                

                                                                           2013

                                                                              £

                                                                          5,216

                                                                         34,512

                                                                         39,728

                                                                           2013

                                                                              £

                                                                         51,407

                                                        Profit and loss account

                                                                              £

                                                                       (78,958)

                                                                       (23,074)

                                                                      (102,032)

                                                                           2013

                                                                              £

                                                                       (13,459)

                                                                       (14,092)

                                                                              -

                                                                       (27,551)

Page 10

EUROCAP INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2014

9. NET CASH FLOW FROM OPERATING ACTIVITIES

                                                                2014        2013
                                                                                
                                                                   £           £
                                                                                
Operating loss                                              (23,074)    (14,092)
                                                                                
(Decrease)/increase in creditors                                 (1)      12,716
                                                                                
Net cash outflow from operating activities                  (23,075)     (1,376)
                                                                                

10. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT

                                                                2014        2013
                                                                                
                                                                   £           £
                                                                                
Financing                                                                       
                                                                                
Issue of ordinary shares                                 13,762               - 
                                                                                

11. ANALYSIS OF CHANGES IN NET FUNDS

                                                                   Other            
                                                                                    
                                                                non-cash            
                                                                                    
                                 1 January      Cash flow        changes 31 December
                                                                                    
                                      2014                                      2014
                                                                                    
                                         £              £              £           £
                                                                                    
Cash at bank and in hand        12,177            (9,313)          -           2,864
                                                                                    
Net funds                       12,177            (9,313)          -           2,864
                                                                                    

12. RELATED PARTY TRANSACTIONS

The Barclay Group Inc made an unsecured loan of £7,028 to the company which
remains outstanding as at 31 December 2014. This loan is repayable on demand.
The director C J Comu is also a director of The Barclay Group Inc.

13. CONTROLLING PARTY

There is no controlling party as none of the shareholders have a large enough
individual share in the company.

Page 11

Registered number: 07689390

EUROCAP INVESTMENTS PLC

DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2014

                                                        EUROCAP INVESTMENTS PLC

DETAILED TRADING AND PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2014

                                                                     2014        2013
                                                                                     
                                           Page                         £           £
                                                                                     
TURNOVER                                    14                     -           10,000
                                                                                     
LESS: OVERHEADS                                                                      
                                                                                     
Administration expenses                     14                   (23,074)    (24,092)
                                                                                     
LOSS FOR THE YEAR                                                (23,074)    (14,092)
                                                                                     

Page 13

                                                        EUROCAP INVESTMENTS PLC

SCHEDULE TO THE DETAILED ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2014

                                                                     2014        2013
                                                                                     
                                                                        £           £
                                                                                     
TURNOVER                                                                             
                                                                                     
Sales                                                              -           10,000
                                                                                     
                                                                     2014        2013
                                                                                     
                                                                        £           £
                                                                                     
ADMINISTRATION EXPENSES                                                              
                                                                                     
Travel and subsistence                                           701              100
                                                                                     
Consultancy                                                    2,000            9,000
                                                                                     
Telephone and fax                                                781              481
                                                                                     
Advertising and promotion                                        474               - 
                                                                                     
Legal and professional                                        16,529            2,250
                                                                                     
Auditors' remuneration                                         2,400            3,300
                                                                                     
Bank charges                                                     189              308
                                                                                     
Bad debts                                                          -            6,690
                                                                                     
Difference on foreign exchange                                     -              274
                                                                                     
Sundry expenses                                                    -            1,689
                                                                                     
                                                              23,074           24,092
                                                                                     

Page 14

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