Final Results

Auctus Growth plc

('Auctus' or the 'Company')

Final Results

CHAIRMAN'S STATEMENT

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

Dear Shareholder,

I present the Chairman's report for the financial period ending 31 December 2014, where the Company reported a net loss of £39,650 (2.73p per share) and as at 31 December 2014 had liquid cash balances of £1,096,820.

During this financial period, and in particular since the Company's Initial Public Offering on 22 August 2014, the Board has actively reviewed a number of potential reverse takeover opportunities across a variety of sectors, none of which has met the necessary criteria for selection.

However the Board is pleased to report that, since the period end, an exclusivity agreement has been signed with a social media platform to allow for a detailed due diligence process. Further to an intensive period of analysis, both companies have now engaged advisors to rapidly progress the requisite documentation to complete a reverse takeover transaction. The Board believes the target company, a peer to peer content sharing platform, has reached a very exciting stage of its development and is managed by a team of highly talented and innovative people.

It is anticipated that the newly enlarged entity will be admitted to trading on AIM during Q2 2015. Shareholders should note that whilst the Board is resolute in its efforts to execute the proposed transaction, no binding agreement has yet been reached and accordingly, the Board cannot at this stage guarantee its completion.

The Board looks forward to providing further updates to shareholders in due course.

Malcolm Burne

Chairman

21 April 2015

STRATEGIC REPORT

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

The Directors are pleased to present their strategic report for the period from 14 May 2014, the date of the Company's incorporation, to 31 December 2014.

INCORPORATION

The Company was incorporated as a private company on 14 May 2014, and was re-registered as a public limited company on 24 July 2014.

REVIEW OF BUSINESS

The Company has been formed to invest in strategic and/or special situations of unquoted companies or businesses that are seeking a public quotation.

During the period under review, the Company did not identify any suitable target company. However the Board is pleased to report that, since the period end, an exclusivity agreement has been signed with a social media platform to allow for a detailed due diligence process. Further to an intensive period of analysis, both companies have now engaged advisors to rapidly progress the requisite documentation to complete a reverse takeover transaction.

This review does not contain information regarding the impact of the business on the environment, the Company's employees or the social and community issues surrounding the Company.

During the period, the Company raised initial funds of £1.15 million net of share issue costs, primarily by the Initial Public Offering of the Company's shares on the London Stock Exchange, to provide working capital and initial funding of an acquisition. The income of the Company during the period comprised interest received of £1,431 and the loss after taxation was £39,650.

At the period end the Company has cash of approximately £1.1 million, no debt and continues to keep administrative costs to a minimum so that maximum funds can be dedicated to the review of and potentially investment in, suitable projects.

PRINCIPAL RISKS AND UNCERTAINTIES

The preservation of its cash balances remains a principal risk for the Company along with the uncertainty of identifying and acquiring a suitable target company. The Company is committed to maintain its minimal operational costs. Further information about the Company's principal risks are detailed in note 12 to the financial statements.

KEY PERFORMANCE INDICATORS

The key performance indicators for the Company are both the identification of a suitable investment opportunity within its stated investment mandate and to adopt a sensible cash utilisation and management strategy until the successful closing of such a transaction.

This report was approved by the Board on 21 April 2015 and signed on its behalf by

Charles Cannon Brookes

Director

REPORT OF THE DIRECTORS

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

The Directors are pleased to present their annual report and audited financial statements of Auctus Growth plc for the period from 14 May 2014 to 31 December 2014.

Principal activity

The principal activity of the Company is to invest in strategic and/or special situations of unquoted companies or businesses that are seeking a public quotation.

Key events

Key events during the period under review and since the year-end are referred to in the Chairman's statement.

Results and dividends

The income of the Company during the period comprised interest received of £1,431 and the loss after taxation was £39,650. The Directors do not recommend the payment of a dividend.

Future developments

The future developments of the Company are set out in the Chairman's statement.

Substantial shareholdings

As at 14 April 2015, the Directors had been notified of the following holdings representing three per cent or more of the issued share capital of the Company:

Directors

The Directors of the Company during the period were:

Malcolm A Burne (Chairman) (appointed 14 May 2014)

Charles Cannon Brookes (appointed 14 May 2014)

Nathan A Steinberg (appointed 19 June 2014)

Richard Lockwood (appointed 14 May 2014, resigned 19 June 2014)

Director's interests

The table below sets out the interests of the Directors in the Company's shares at 31 December 2014.

In addition, 129,000 Ordinary shares were held by Arlington Group Asset Management Limited, a company of which both Malcolm Burne and Charles Cannon Brookes are directors. Arlington Group Asset Management Limited also holds options to acquire a further 200,000 Ordinary shares, as set out in note 10 to the financial statements.

The Board currently comprises three Directors, all of whom have extensive experience in investment, corporate finance and project assessment regionally and internationally and are well-placed to implement the Company's business objective and strategy. Any further appointments to the Board would be made after due consideration of the Company's requirements and to the availability of candidates with the requisite skills and, where applicable, depth of sector experience.

Malcolm Alec Burne

Malcolm started his career in stock broking as an equity analyst and then later as investment editor of The Financial Times and Telegraph Group. He has managed and controlled fund management, venture capital and investment banking companies in Australia, Hong Kong and North America. Malcolm has been a director of over twenty international companies. He was the founder of resources stockbroker, publicly quoted Ambrian plc; the former chairman of Australian Bullion Company; the founder and non-executive chairman of Golden Prospect Precious Metals Limited; he also currently acts as an advisor to Altus Resources Fund, an investment company focused on the natural resources sector and is a director of Arlington Group Asset Management Limited.

Charles Cannon Brookes

Charles is the Investment director of FCA authorised Arlington Group Asset Management Limited and has been active in a variety of investment management and corporate finance transactions since its acquisition in 2004/2005. For the previous five years (2000 - 2005), he ran Arlington Group plc's proprietary trading book, managing all of its public equity exposure. He has extensive fund management experience and has advised and sat on the board of a number of other funds, trusts and companies in a non-executive capacity.

Nathan Anthony Steinberg

Nathan Steinberg, FCA, FCCA, TEP, is a partner in the London accountancy practice of Munslows LLP and has considerable public company experience. He previously served as the finance director of Pan African Resources plc and as the chairman of Ambrian plc. He is an experienced corporate and financial adviser and is a member of Council of the Institute of Chartered Accountants in England and Wales.

Employees

Currently the Company has no permanent employees other than its Directors.

Carbon emissions

The Company is currently non-trading with no head office or employees other than its Directors, and therefore has minimal carbon emissions. Accordingly, it is not practicable to obtain emissions data.

Financial risk management

The Company's financial risk management objective is to minimise as far as possible, the Company's exposure to such risk as detailed in note 12 to the financial statements.

Capital Management

The Company's objectives when managing capital are to safeguard its ability to continue as a going concern and to provide a means of attracting investors. The Company has no debt and therefore does not have a strategy in terms of maintaining a specific debt to equity ratio. Instead capital is managed with a view to generating further cash and cash equivalents which can be used to further the Company's aims and objectives.

Directors' Indemnity Arrangements

The Company has purchased and maintained throughout the period qualifying indemnity provisions through Directors' and Officers' liability insurance.

Going concern

The Directors have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future. For this reason they have adopted the going concern basis in preparing the financial statements.

Corporate governance

The Company has complied throughout the accounting period with all relevant provisions of the UK Corporate Governance Code, save as set out below:

· Given the wholly non-executive composition of the board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation) are considered by the board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director.

· The UK Corporate Governance Code also recommends the submission of all Directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following an acquisition.

· Until an acquisition is made the Company will not have nomination, remuneration, audit or risk committees. The board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the initial appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance. Following an acquisition the Board intends to put in place nomination, remuneration, audit and risk committees. The board has adopted the Model Code for Directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.

The Directors are responsible for internal control in the Company and for reviewing its effectiveness. Due to the size of the Company, all key decisions are made by the board in full. The Directors have reviewed the effectiveness of the Company's systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls. The board do not consider an internal audit function to be necessary due to the Company being a 'cash shell'.

Statement of Directors' responsibilities

The Directors are responsible for preparing the annual 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, as required by the Rules of the London Stock Exchange, elected to prepare the Company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they are sufficient to show a true and fair view of the state of affairs of the Company and of its profit or loss 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 the financial statements have been prepared in accordance with IFRS as adopted by the European Union; and

· 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions.

Auditors and disclosure of information to auditors

The Directors who held office at the date of approval of this Directors' Report each confirm that, so far as they are aware, there is no relevant audit information of which the Company's auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, F. W. Smith Riches & Co, were appointed to fill a casual vacancy. A resolution to re-appoint F. W. Smith Riches & Co. will be proposed at the Annual General Meeting.

Annual General Meeting

Notice of the forthcoming Annual General Meeting of the Company together with resolutions relating to the Company's ordinary business will be given to the members separately.

This report was approved by the Board on 21 April 2015 and signed on its behalf by

Charles Cannon Brookes

Director

Company Registration Number 09040064

DIRECTORS' REMUNERATION REPORT

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

This Remuneration Report sets out the Company's policy on the remuneration of Directors together with details of Directors' remuneration packages and service contracts for the period from 14 May 2014 to 31 December 2014.

The first part is the Annual Remuneration Report which details remuneration awarded to Directors during the period. The Annual Remuneration Report will be proposed as an ordinary resolution to shareholders at the forthcoming Annual General Meeting, the date of which will be notified to shareholders in due course.

The second part is the Remuneration Policy Report which details the remuneration policy for Directors. This policy will be subject to a binding vote by shareholders at the forthcoming Annual General Meeting and if approved will apply for a three year period commencing 30 July 2015. The policy is very much in line with the existing policy set out in the prospectus dated 19 August 2014.

Until an acquisition is made, the Company will not have a separate remuneration committee. The Board as a whole will review the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the Company and Directors. Following the completion of an acquisition, the Board intends to put in place a remuneration committee.

The Company maintains contact with its shareholders about remuneration in the same way as other matters and, as required by Section 439 of the Companies Act 2006, this remuneration report will be put to an advisory vote of the Company's shareholders at the forthcoming Annual General Meeting.

Annual Remuneration Report

Directors' emoluments (audited)

*paid in advance to 22 August 2015

**paid in advance to 31 August 2015

Malcolm Burne, Charles Cannon Brookes and Richard Lockwood were appointed as Directors of the Company on its incorporation on 14 May 2014. Nathan Steinberg was appointed as Director of the Company on 19 June 2014.

Richard Lockwood resigned as Director on 19 June 2014 and received no emoluments.

Malcolm Burne's services are provided to the Company pursuant to a non-executive appointment letter dated 30 July 2014, under which £15,000 per annum, excluding VAT, is paid to Arlington Group Asset Management Limited, payment being due on the date of admission.

Charles Cannon Brookes's services are provided to the Company pursuant to a non-executive appointment letter dated 30 July 2014, under which £10,000 per annum, excluding VAT, is paid to Arlington Group Asset Management Limited, payment being due on the date of admission.

Nathan Steinberg's services are provided to the Company pursuant to a non-executive appointment letter dated 30 July 2014, under which £10,000 per annum, excluding VAT, is paid to Munslows LLP, payment being due on the date of admission.

Each of the Directors' appointments are for a period of 12 months and thereafter subject to termination by either party on three months' written notice.

As the Company is non-operational, all the Directors are non-executive.

Payments to past Directors

No payments were made to past Directors in the period from 14 May 2014 to 31 December 2014.

Payments for loss of office

No payments for loss of office were made in the period from 14 May 2014 to 31 December 2014.

Directors' interests

The table below sets out the interests of the Directors (and former director) in the Company's shares at 31 December 2014.

In addition, 129,000 Ordinary shares were held by Arlington Group Asset Management Limited, a company of which Malcolm Burne and Charles Cannon Brookes are directors. Arlington Group Asset Management Limited also holds options to acquire a further 200,000 Ordinary shares, as set out in note 10 to the financial statements.

Since the period end there have been no changes to the interests of the Directors in the Company's shares.

Performance graph

The FTSE all share is the closest comparable index for a standard list company, whilst a standard listing does not provide for inclusion in the all-share index it is a relevant comparator of the Company's performance.

http://www.rns-pdf.londonstockexchange.com/rns/9219K_1-2015-4-21.pdf 

The FTSE all share index is shown for the whole of the period from incorporation to date, the Company's performance is only shown from 22 August 2014, from which date its shares were first traded.

Remuneration of the non-executive Chairman

The Company does not have a chief executive so the table includes the equivalent information for the non-executive Chairman.

No comparison has been made to prior periods as the Company was incorporated in the period under review.

Percentage change in remuneration of Director undertaking role of Chairman

No comparison has been made to prior periods as the Company was incorporated in the period under review.

Relative importance of spend on pay

The total expenditure on remuneration to all employees is as shown below:

Statement of implementation of Remuneration Policy in the following year

If the policy is approved at the Annual General Meeting, it is intended that the Remuneration Policy takes effect from 30 July 2015. The vote on the Remuneration Policy is binding in nature. The Company may not then make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved remuneration policy or has otherwise been approved by a resolution of members.

Consideration by the Directors of matters relating to Directors' remuneration

The Board considered the Directors' remuneration in the period ended 31 December 2014. No increases were awarded and no external advice was taken in reaching this decision.

Shareholder voting

As this is the Company's first Directors' Remuneration Report, there have been no advisory votes to approve any previous remuneration policy.

Remuneration Policy Report

The Remuneration Policy is the Company's policy on Directors' remuneration, which will be proposed for a binding vote at the forthcoming Annual General Meeting. If approved it is intended that the policy will take effect from 30 July 2015.

In setting the policy, the Board has taken the following into account:

· The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the Company;

· The Company's general aim of seeking to reward all employees fairly according to the nature of their role and their performance;

· Remuneration packages offered by similar companies within the same sector;

· The need to align the interests of shareholders as a whole with the long-term growth of the Company; and

· The need to be flexible and adjust with operational changes throughout the term of this policy.

Future Policy Table

Notes to the Future Policy Table

All the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their Directors' duties relating to the Company.

Remuneration scenario for Directors

As there is no element of remuneration for performance, the Directors will receive their fixed fees in accordance with the letters of appointment dated 30 July 2014.

Approach to recruitment remuneration

All appointments to the Board are made on merit. The components of a new Director's remuneration package (who is recruited within the life of the approved remuneration policy) would comprise base salary as outlined above and the approach to such appointments are detailed within the Future Policy Table above. The Company will pay such levels of remuneration to new directors that would enable the Company to attract appropriately skilled and experienced individuals that are not in the opinion of the remuneration committee excessive.

Service contracts

The non-executive Directors are contracted under letters of appointment with the Company and do not have a contract of employment with the Company. None of the Directors are entitled to receive compensation for loss of office, they are all appointed on rolling one year contracts which are subject to termination on three months' notice on either side and are subject to annual re-election in accordance with the Company's Articles of Association. The letters of appointment are kept at the Company's registered office.

Policy on payment for loss of office

Termination payments will be calculated in accordance with the existing letters of appointment. It is the policy of the Company to appoint Directors without extended terms of notice which could give rise to extraordinary termination payments.

Consideration of employment conditions elsewhere in the Company

In setting out this policy for directors' remuneration, the Board has been mindful of the Company's objective to reward all employees fairly according to their role, performance and market forces. However, as the Company does not currently have any employees, it has not been able to consider the pay and employment conditions of other employees within the Company nor has any consultation been undertaken with employees in drawing up the policy as a result. The Company has also not used any formal comparison measures.

Consideration of shareholders' views

No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an ordinary resolution for approval of this policy will be put to shareholders at the forthcoming Annual General Meeting.

This report was approved by the Board on 21 April 2015 and signed on its behalf by

Malcolm Burne

Director

We have audited the financial statements of Auctus Growth plc for the period ended 31 December 2014 which comprise the statement of comprehensive income, the statement of financial position, the statement of cash flows, the statement of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

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 statement of 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 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

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 annual 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 misstatement or inconsistencies we consider the implications for our report.

OPINION ON THE 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 period then ended;

· have been properly prepared in accordance with IFRSs as adopted by the European Union; and

· have been prepared in accordance with the Companies Act 2006.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion:

· the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

· the information given in the Strategic Report and Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

·

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 and the part of the Directors' Remuneration Report to be audited 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.

Martin J. Rooney (Senior Statutory Auditor)

For and on behalf of F. W. Smith, Riches & Co., Statutory Auditors

London

21 April 2015

The financial statements were approved and authorised for issue by the directors on 21April 2015 and were signed on their behalf by:

Charles Cannon Brookes

Director

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM 14 MAY 2014 TO 31 DECEMBER 2014

1. AUTHORISATION OF FINANCIAL STATEMENTS AND STATEMENT OF COMPLIANCE WITH IFRSs

The Company's financial statements for the period from 14 May 2014 to 31 December 2014 were authorised for issue by the Board of Directors on 21 April 2015 and the balance sheet was signed on the Board's behalf by Malcolm Burne. Auctus Growth plc is a public limited company incorporated and domiciled in England and Wales. The company does not have an ultimate controlling party. The Company's Ordinary shares are currently admitted to a standard listing on the Official List and to trading on the London Stock Exchange.

The principal activity of the Company is to invest in strategic and/or special situations of unquoted companies or businesses that are seeking a public quotation.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted and endorsed by the European Union (EU), and the Companies Act 2006 applicable to companies reporting under IFRS. These comprise standards and interpretations approved by the International Accounting Standards Board (IASB) that remain in effect and to the extent that they have been adopted by the EU.

2. ACCOUNTING POLICIES

Basis of measurement

The financial statements have been prepared on a historical cost basis. All amounts are shown in sterling, the Company's functional currency.

Trading income

Trading income is recognised to the extent that it is probable that economic benefit will flow to the Company and the trading income can be reliably measured.

Cash and cash equivalents

Cash and cash equivalents are defined as cash in hand, demand deposits and short-term, highly liquid investments which are readily convertible to known amounts of cash, subject to insignificant risk of changes in value, and have a maturity of less than 3 months from the date of acquisition.

For the purposes of the cash flow statement, cash and cash equivalents consist of cash in hand and bank deposits.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.

Share-based payments

Certain services have been provided to the Company in exchange for equity-settled share-based payments.

The cost of equity-settled transactions is determined with reference to the fair value at the date on which they were granted. The fair value is determined by using the Black-Scholes option pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the service conditions are fulfilled, ending on the date on which the grantees become fully entitled to the award ("the vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest.

The dilutive effect of the outstanding options is reflected as additional dilution in the computation of earnings per share.

Financial instruments

Financial assets and financial liabilities are recognised on the Company's balance sheet when the Company becomes a contractual party to the instrument.

Trade receivables

Trade receivables are recognised initially at their fair value which equates to their nominal value as reduced by appropriate provision for irrecoverable amounts and subsequently at amortised cost.

Trade payables

Trade payables are recognised initially at their fair value and subsequently at amortised cost.

Equity

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums on the initial issuing of share capital. Any transaction costs associated with the issue of shares are deducted from the share premium account. The share-based payment reserve arises from the charge associated with the issue of share options.

Accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions in certain circumstances that affect reported amounts. The most sensitive estimate affecting the financial statements is the area of share-based payments. Actual outcomes may therefore differ from these estimates and assumptions.

In determining the fair value of equity settled share-based payments and the related charge to the income statement, the Company makes assumptions about future events and market conditions. In particular, judgment must be made as to the likely number of shares that will vest and the fair value of each award granted. The fair value is determined using a valuation model which is dependent on further estimates including the Company's future dividend policy, the timing of the exercise of options and the future volatility in the price of the Company's shares.

Such assumptions are based on publicly available information and reflect market expectations. Different assumptions from those used (which are disclosed in note 10) could materially affect the reported value of share-based payments. The Company has recognised a corresponding increase in equity in accordance with IFRS 2: Share-based payments by crediting "Share-based payment reserve" (a component of equity) for the grant the share options.

New and amended standards

Various new or revised accounting standards have been issued which are not yet effective, including FRS15 'Revenue from Contracts with Customers' and IFRS 9 'Financial Instruments'. Neither of these have yet been endorsed by the European Union. Our initial assessment is that they are unlikely to have a significant impact on the Company.

3. OPERATING LOSS

The Company has not yet commenced trading and accordingly there is no segmental analysis.

Operating loss is stated after charging :-

Fees of £6,000 plus VAT paid to the Company's auditors in respect of services as Reporting Accountants on the Initial Public Offering of the Company's shares have been charged to Share Premium account.

4. PARTICULARS OF EMPLOYEES

The average number of employees of the Company in the period was:

Other fees comprise £8,972 plus VAT, to Arlington Asset Management Limited, a company of which Malcolm Burne and Charles Cannon Brookes are directors and £3,333 plus VAT to Munslows LLP, a firm in which Nathan Steinberg is a partner. In addition Munslows LLP provided accounting and taxation services to the Company at a cost £5,000 plus VAT.

5. INCOME TAX EXPENSE

(a) Analysis of charge in the period

(b) Factors affecting the tax charge for the period

The tax assessed for the period does not reflect a credit equivalent to the loss before tax multiplied by the standard rate of corporation tax of 21%.

No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

6. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

The Company has made a loss and, accordingly the effect of the share options is anti-dilutive.

7. TRADE AND OTHER RECEIVABLES

The Directors consider that the carrying value of each class of receivable approximates its fair value.

8. TRADE AND OTHER PAYABLES

The Directors consider that the carrying value of each class of payable approximates its fair value.

9. SHARE CAPITAL

Allotted, called up and fully paid:

The Company issued 3 Ordinary shares of £1 each at par on incorporation.

On 24 July 2014, these shares were sub-divided into 30 Ordinary shares of £0.10 each and the Company issued a further 499,970 Ordinary shares of £0.10 each at a price of £0.50 per share, in order to provide the minimum required share capital for re-registration as a Public Limited Company.

On 21 August 2014, the Company issued 1,940,000 Ordinary shares of £0.10 each at a price of £0.50 per share as part of the Initial Public Offering of the Company's shares.

10. SHARE-BASED PAYMENTS

The Company granted and issued share options over Ordinary shares in the Company as follows:

The grant of the options was conditional on the successful Initial Public Offering of the Company on the London Stock Exchange. Since the fair value of the services provided could not be reliably estimated, the fair value of the equity settled share option is estimated at the grant date using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The options vested on the Initial Public Offering. The following table lists the inputs into the model used for the period ended 31 December 2014:

The expected life of the options is based on an estimate and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not be the actual outcome. As the Company has no trading history, and consequently no historical volatility of its own shares, the Company has used the historical volatility of similar companies on the London Stock Exchange at the date the options were granted. The options were granted for services provided in respect of the Initial Public Offering, accordingly, the fair value arising of £22,131 has been charged to share premium account.

11. CASH FLOWS FROM OPERATING ACTIVITIES

12. FINANCIAL INSTRUMENTS

The Company uses financial instruments such as trade receivables and payables and other items that arise directly from its operations. The main purpose of these financial instruments is to help finance the Company's operations.

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.

The Company's financial instruments, which are recognised in its statement of financial position, comprise cash and cash equivalents, receivables and payables. The information about the extent and nature of these recognised financial instruments, including significant terms and conditions that may affect the amount, timing and certainty of future cash flows are disclosed in the respective notes below, where applicable.

The Company does not generally enter into derivative transactions (such as interest rate swaps and forward foreign currency contracts) and it is, and has been throughout the period under review, the Company's policy that no trading in financial instruments shall be undertaken.

There were no financial instruments not recognised in the statements of financial position of the Company. Financial assets and liabilities were held as follows :-

The Directors consider that the carrying value of the financial assets and liabilities approximates their fair value.

Financial risk management objectives and policies

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and cash flow interest-rate risk. These risks are limited by the Company's financial management policies and practices described below:

(a) Credit risk

As the Company had no revenue during the period, there is no significant concentration of credit risk. The Company does not have written credit risk management policies or guidelines.

The Company's cash is held in reputable banks. The carrying amount of these financial assets represent the maximum credit exposure.

(b) Liquidity risks

The Company currently has no operational revenue streams. Operational cash flow represents the ongoing administration costs. The group manages its liquidity requirements by the use of long and short term cash flow forecasts.

The Company's policy is to ensure facilities are available as required and to issue share capital in accordance with long and short term cash flow forecasts. As at 31 December 2014, the Company has no undrawn facilities. The Company actively manages its working finance to ensure it has sufficient funds for operations and planned expansion.

The Company's financial liabilities are primarily accruals. All amounts are due for payment in accordance with agreed settlement terms.

(c) Cash flow and fair value interest rate risks

The Company has no interest-bearing liabilities. Interest rates on bank deposits are based on the relevant national inter-bank offered rates. The Company has no fixed interest rate assets.

The main financial risks for the Company are given on page 3 in the Strategic Report.

At 31 December 2014, the currency and interest rate profile of the financial assets and liabilities of the Company was as follows:

(d) Capital risk management

The Company defines capital as the total equity of the Company. The Company manages its capital to ensure that it will be able to continue as a going concern, while maximising the return to shareholders through the optimisation of debt and equity balances. The Company manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust the amount of dividends to shareholders, issue new shares or return capital to shareholders, and raise debt or sell assets to reduce debt.

(e) Sensitivity analysis

Sensitivity analysis has been performed on all risks documented. There was no material difference to disclosure made on financial assets and liabilities.

13. EVENTS AFTER THE REPORTING DATE

As disclosed in the Chairman's statement on page 2, since the period end the Company has entered into an exclusivity agreement with a social media platform, with a view to completing a reverse takeover. Should this transaction take place there will be a significant impact on the disclosures in these financial statements, however this cannot at present be quantified.

Except for the above matter, there have been no events occurring after 31 December 2014 that impact on the disclosures in these financial statements.

14. GENERAL INFORMATION

The principal activity of the Company is to invest in strategic and/or special situations of unquoted companies or businesses that are seeking a public quotation. The Company is incorporated in England and Wales and is domiciled in the United Kingdom. Its Registered Office and principal place of business is 18 Pall Mall. London SW1Y 5LU.