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SCGL Sealand Capital Galaxy Limited

0.08
-0.005 (-5.88%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Sealand Capital Galaxy Limited LSE:SCGL London Ordinary Share KYG7948E1026 ORD SHS GBP0.0001 EACH (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.005 -5.88% 0.08 0.07 0.09 0.085 0.08 0.085 1,070,647 08:48:36
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investment Advice 247k -178k -0.0002 -4.00 572.65k

Sealand Capital Galaxy Limited Financial report for six months to 30 June 2016 (8239H)

22/08/2016 4:09pm

UK Regulatory


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TIDMSCGL

RNS Number : 8239H

Sealand Capital Galaxy Limited

22 August 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE - 22 August 2016

Sealand Capital Galaxy Limited

Interim Results

Six months to 30 June 2016

Sealand Capital Galaxy Limited ("Sealand" or the "Company") is pleased to announce its interim results for the six month period ended 30 June 2016.

Financial Review

Results for the Period from 1 January 2016 to 30 June 2016 show a loss before tax of GBP85,844.

The Company had cash in the bank and in hand of GBP600,052 at 30 June 2016. The board does not consider it appropriate to declare a dividend.

On 24 March 2016 it was announced to the market that the Company had signed a Memorandum of Understanding with SecureCom Media Holdings Limited ("SecureCom") to acquire all SecureCom's issued share capital. SecureCom has obtained the global exclusive operating rights to the mobile application "Metalk" (www.immetalk.com), developed by Logicquest Technology Inc.

The Company's shares remain suspended pending the completion of the acquisition.

This announcement contains inside information.

Enquiries:

Sealand Capital Galaxy Limited: Nelson Law (chairman), Tel: +1 345 949 4544

SEALAND CAPITAL GALAXY LIMITED

CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHSED 30 JUNE 2016

 
                                                                                            01/01/2016     22/05/2015 
                                                                                                 to             to 
                                                                                             30/06/2016     30/06/2015 
                                                                                    Note        GBP            GBP 
                                                                                            (unaudited)    (unaudited) 
 
  Revenue                                                                            3 
 
  Other income                                                                       3              521 
 
  Administrative expenses                                                                      (86,365)              - 
                                                                                          -------------  ------------- 
 
  Loss before tax                                                                    4         (85,844)              - 
 
  Income tax expense                                                                 6                -              - 
                                                                                          -------------  ------------- 
 
  Loss for the period and total comprehensive loss for the period attributable 
  to ordinary shareholders 
                                                                                               (85,844)              - 
                                                                                          =============  ============= 
 
  Basic and diluted loss per share (pence)                                           7          (0.003)              - 
                                                                                          =============  ============= 
 

The accompanying notes form part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

CONDENSED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2016

 
                                    Note         At 30            At 31 
                                               June 2016      December 2015 
                                                  GBP              GBP 
                                              (Unaudited)       (Audited) 
      Current assets 
      Prepayment                                    25,361                - 
      Bank balances and cash                       600,052          733,187 
                                           ---------------  --------------- 
 
                                                   625,413          733,187 
                                           ---------------  --------------- 
 
      Current liabilities 
      Amount due to a director          8            1,664            1,932 
      Other payables                                17,796           39,458 
                                           ---------------  --------------- 
 
                                                    19,460           41,390 
                                           ---------------  --------------- 
 
        Net assets                                 605,953          691,797 
                                           ===============  =============== 
 
      Capital and reserves 
      Share capital                     9            3,000            3,000 
      Share premium                     9          735,350          735,350 
      Accumulated losses                         (132,397)         (46,553) 
                                           ---------------  --------------- 
 
      Total equity                                 605,953          691,797 
                                           ===============  =============== 
 

The accompanying notes form part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

CONDENSED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHSED 30 JUNE 2016

 
 
 
                                                         Share 
                                                         capital    Share premium      Accumulated losses       Total 
                                                          GBP            GBP                 GBP                GBP 
                                                        (Note 9) 
 
  Issuance of share capital and as at 30 June 2015 
   (unaudited)                                             6,528                -                       -        6,528 
                                                      ==========  ===============  ======================  =========== 
 
 
  As at 1 January 2016 (audited)                           3,000          735,350                (46,553)      691,797 
 
  Total comprehensive loss for the period                      -                -                (85,844)     (85,844) 
 
  At 30 June 2016 (unaudited)                              3,000          735,350               (132,397)      605,953 
                                                      ==========  ===============  ======================  =========== 
 

The accompanying notes form part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSED 30 JUNE 2016

 
                                                                                  01/01/2016 
                                                                                       to 
                                                                                   30/06/2016 
                                                                                      GBP 
                                                                                  (unaudited) 
      OPERATING ACTIVITIES 
      Loss before tax                                                                (85,844) 
      Adjustment for: 
      Bank interest income                                                               (33) 
                                                                            ----------------- 
 
      Operating cash flows before movements in working capital                       (85,877) 
      Increase in prepayment                                                         (25,361) 
      Decrease in amount due to a director                                              (268) 
      Decrease in other payables                                                     (21,662) 
                                                                            ----------------- 
 
 
      CASH USED IN OPERATIONS AND NET CASH USED IN OPERATING ACTIVITIES             (133,168) 
                                                                            ----------------- 
 
      INVESTING ACTIVITY 
      Bank interest received                                                               33 
                                                                            ----------------- 
 
      NET CASH FROM INVESTING ACTIVITY                                                     33 
                                                                            ----------------- 
 
      NET DECREASE IN CASH AND CASH EQUIVALENTS                                     (133,135) 
 
 
      CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD                            733,187 
                                                                            ----------------- 
 
 
      CASH AND CASH EQUIVALENTS AT THE OF PERIOD                                  600,052 
                                                                            ================= 
 
      ANALYSIS OF THE BALANCES OF CASH AND CASH EQUIVALENTS 
      Representing bank balances and cash                                             600,052 
                                                                            ================= 
 

The accompanying notes form part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHSED 30 JUNE 2016

   1.     GENERAL INFORMATION 

Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman Islands on 22 May 2015 as an exempted Company with limited liability under the Companies Law. The registered office of the Company is Willow House, Cricket Square, PO Box 709, Grand Cayman, KY1-1107, Cayman Islands.

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The financial statements are presented in Great British Pound ("GBP"), which is the same as the functional currency of the Company.

No statements of cash flows has been prepared for the comparative period as the Company had no cash transaction during the period from 22 May 2015 (date of incorporation) to 30 June 2015.

   2.     BASIS OF PREPARATION AND ACCOUNTING POLICIES 

The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" and International Financial Reporting Standards ("IFRSs") as adopted for use by the European Union and IFRIC Interpretations applicable to companies reporting under IFRS.

The unaudited condensed consolidated results have been prepared on the historical cost. The unaudited condensed consolidated financial information has not been audited or reviewed by the Company's auditors, but has been reviewed by the Company's Directors.

Going concern basis

The Company is an investment company, and, apart from a small amount of interest receivable, currently has no income stream. Until a suitable trading business is acquired, it is therefore dependent on its cash reserves to fund ongoing costs.

After reviewing the Company's budget for 2016/2017 and its medium term plans, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they adopt the going concern basis in preparing the financial statements.

The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

The accounting policies used in the preparation of these results are same with those used in the preparation of the Company's annual financial statements for the period from 22 May 2015 (date of incorporation) to 31 December 2015. The adoption of new and revised IFRSs did not result in significant changes to the Company's accounting policies, presentation of the Company's financial statements and amounts reported for the current period or prior period.

Standards and Interpretations issued but not yet applied

 
 Amendments to IAS     Defined Benefit Plans: 
  19                    Employee Contributions 
 Amendments to IAS     Offsetting financial assets 
  32                    and financial liabilities 
 Amendments to IAS     Recoverable amount disclosures 
  36                    for non-financial assets 
 Annual Improvements   Amendments to a number 
  to 2010-2012 Cycle    of IFRSs 
 Annual Improvements   Amendments to a number 
  to 2011-2013 Cycle    of IFRSs 
 

The Company has not early applied the following new and revised standards, amendments or interpretation that have been issued but are not yet effective.

 
 IFRS 9                 Financial Instruments (2) 
 IFRS 15                Revenue from Contracts 
                         with Customers (2) 
 IFRS 16                Leases (4) 
 Amendments to IFRS     Accounting for Acquisitions 
  11                     of Interests in Joint Operations 
                         (1) 
 Amendments to IFRS     Clarifications to IFRS 
  15                     15 "Revenue from Contracts 
                         with Customers" (2) 
 Amendments to IAS      Disclosure Initiative (1) 
  1 
 Amendments to IAS      Disclosure Initiative (5) 
  7 
 Amendments to IAS      Recognition of Deferred 
  12                     Tax Assets for Unrealised 
                         Losses (5) 
 Amendments to IAS      Clarification of Acceptable 
  16 and IAS 38          Methods of Depreciation 
                         and Amortisation (1) 
 Amendments to IFRS     Sale or Contribution of 
  10 and IAS 28          Assets between an Investor 
                         and its Associate or Joint 
                         Venture (3) 
 Amendments to IFRS     Investment Entities: Applying 
  10, IFRS 12 and IAS    the Consolidation Exception 
  28                     (1) 
 Annual Improvements    Amendments to a number 
  to 2012-2014 Cycle     of IFRSs (1) 
 

(1) Effective for annual periods beginning on or after 1 January 2016

(2) Effective for annual periods beginning on or after 1 January 2018

(3) Effective for annual periods beginning on or after a date to be determined

(4) Effective for annual periods beginning on or after 1 January 2019

(5) Effective for annual periods beginning on or after 1 January 2017

The Company is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements.

   3.       REVENUE AND OTHER INCOME 

The Company does not have any turnover during both periods.

An analysis of the Company's other income is as follows:

 
                            01/01/2016     22/05/2015 
                                 to             to 
                             30/06/2016     30/06/2015 
                                GBP            GBP 
                            (unaudited)    (unaudited) 
 
  Bank interest income               33              - 
  Exchange gains, net               488              - 
                          -------------  ------------- 
 
                                    521              - 
                          =============  ============= 
 
   4.         LOSS BEFORE TAX 
 
                                        01/01/2016     22/05/2015 
                                             to             to 
                                         30/06/2016     30/06/2015 
                                            GBP            GBP 
                                        (unaudited)    (unaudited) 
  Loss before tax has been 
   arrived at after charging: 
 
 (a) Staff costs, including 
  directors' remuneration 
       Salaries and other benefits           31,510              - 
                                      =============  ============= 
 
 (b) Other items 
    Directors' remuneration                  18,000              - 
                                      =============  ============= 
 
 
   5.         EMPLOYEES 
 
                                       01/01/2016     22/05/2015 
                                            to             to 
                                        30/06/2016     30/06/2015 
                                       (unaudited)    (unaudited) 
 
  The average number of employees 
   during the period was made 
   up as follows: 
 
  Directors                                      3              2 
                                     =============  ============= 
 
  Staff                                          1              - 
                                     =============  ============= 
 
 
   6.       INCOME TAX EXPENSE 

The Company is incorporated in the Cayman Islands. All costs have been incurred by this Company and, as such, the loss incurred for the six months ended 30 June 2016 is subject to Cayman Islands taxation legislation. The prevailing taxation rate is zero %.

   7.       LOSS PER SHARE 

The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of GBP85,844 divided by 30,000,000 being the weighted average number of ordinary shares in issue during the period. The basic and the diluted loss per ordinary share are the same. There are no discontinued operations in either period and, therefore, the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per share.

   8.       AMOUNT DUE TO A DIRECTOR 

The amount is unsecured, interest-free and has no fixed terms of repayment.

   9.       SHARE CAPITAL 

Allotted, called up and fully paid (Ordinary shares of GBP0.0001 each).

 
                                       Number          Share        Share 
                                      of shares       capital      premium 
                         Notes                          GBP          GBP 
 
  On incorporation        (a)                   1            7            - 
 
  Issue of shares 
   - May 22 2015          (b)                 999        6,521            - 
 
  Redenomination 
   and subdivision         (c)         65,599,000            -            - 
   shares - October 
   16 2015 
 
  Forfeiture of 
   shares - October 
   16 2015                 (d)       (65,534,400)      (6,521)            - 
 
  Issue of shares 
   - October 16 2015       (e)         22,434,400        2,243            - 
 
  Issue of shares 
   - November 17 
   2015                    (f)          7,500,000          750      749,250 
 
  Share issue costs                             -            -     (13,900) 
                                 ----------------  -----------  ----------- 
 
  As at 31 December 
   2015 (audited) 
   and at 30 June 
   2016 (unaudited)                    30,000,000        3,000      735,350 
                                 ================  ===========  =========== 
 
   9.       SHARE CAPITAL (Continued) 

Notes:

(a) On the incorporation date, the Company has an authorized share capital of US$1,000,000 divided into 100,000 ordinary shares of par value US$10 each and issued 1 ordinary share at par value of US$10 which is fully paid up.

(b) On 22 May 2015, the Company has issued 999 ordinary shares at par value of US$10 which are not fully paid up.

(c) Pursuant to an ordinary resolution of the Company held on 16 October 2015, the authorized and issued share capital of the Company has been re-denominated (using an effective currency conversion rate of US$1: GBP0.656), and on the same day subdivided each issued and unissued ordinary share of GBP6.56 into an ordinary share of GBP0.0001.

(d) Immediately following the redenomination and subdivision of ordinary shares, the Company and its existing shareholders agreed to be forfeiture of all of the unpaid shares totaling 65,534,400 of the 65,600,000 ordinary shares in issue and the Company agreed to waive any right to call for the unpaid share capital to be paid up.

(e) On 16 October 2015, the Company has issued 22,434,400 ordinary shares at par value of GBP0.0001 which are fully paid up.

(f) On 17 November 2015, the Company's shares had been admitted to trading on Main Market of the London Stock Exchange. The Company has further issued 7,500,000 ordinary shares of par value GBP0.0001 each at GBP0.10 per share from the public placement. The total issued ordinary shares of the Company were 30,000,000.

   10.     RELATED PARTY TRANSACTIONS 
   (a)   Compensation of key management personnel 

The remuneration of members of key management non-director personnel during the period was as follows:

 
                           01/01/2016     22/05/2015 
                                to             to 
                            30/06/2016     30/06/2015 
                               GBP            GBP 
                           (unaudited)    (unaudited) 
 
  Short-term benefits           18,000              - 
                         =============  ============= 
 

(b) Apart from the balances with related parties at the end of the reporting period disclosed elsewhere in the financial statements, the Company had not entered into any other significant related party transactions for the period.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR AKBDKPBKDPFB

(END) Dow Jones Newswires

August 22, 2016 11:09 ET (15:09 GMT)

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