Sealand Cap Regulatory News (SCGL)

29 April 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 - 29 April 2016

Sealand Capital Galaxy Limited

Announcement of Results

Period from incorporation to 31 December 2015

Sealand Capital Galaxy Limited ("Sealand" or the "Company") is pleased to announce its preliminary results for the period from incorporation on 22 May 2015 to 31 December 2015.

Enquiries:

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

Financial Review

Results for the Period from 22 May 2015 to 31 December 2015 show a loss before tax of £46,553.

The Company had cash in the bank and in hand of £733,187 at 31 December 2015. The board does not consider it appropriate to declare a dividend.

Sealand is a cash shell, looking to reverse in another company with a suitable business in the social media sector.

On 24 March 2016 it was announced to the market that the Company has signed a Memorandum of Understanding with Securecom Media Holdings Ltd ("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.

Nelson Law

Chairman

29 April 2016 

Statement of comprehensive income for the period from 22 May 2015 to 31 December 2015

Statement of financial position as at 31 December 2015

Statement of changes in equity for the period from 22 May 2015 to 31 December 2015

Statement of cash flows for the period from 22 May 2015 to 31 December 2015

Notes to the Financial Statements

For the period from 22 May 2015 to 31 December 2015

1. General Information

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. 

The Company's nature of operations is to act as a special purpose acquisition company.

2. Accounting policies

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

The financial information of the Company is presented in British Pound Sterling ("£") which is also the Company's functional currency.

Standards and interpretations issued but not yet applied

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

Going concern

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 2016/17 and its medium term plans, particularly the Memorandum of Understanding signed with Securecom Media Holdings Ltd, 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 accounts.

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

Finance leases and hire purchase commitments

Assets obtained under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their useful economic lives. The interest element is charged to profit and loss account on a straight line basis over the period of the finance leases or hire purchase contracts.

Rentals paid under operating leases are charged to income on a straight line basis over the lease period.

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.

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 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.

Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument.

Financial assets

Financial assets within the scope of IAS 39 are classified as either:

i) financial assets at fair value through profit or loss

ii) loans and receivables

iii) held-to-maturity investments

iv) available-for-sale financial assets

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost.

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition

Other financial liabilities

Trade and other payables are initially measured at amortised cost, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

Foreign currencies

Profit and loss account transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.

All differences are taken to the profit and loss account.

3. Critical accounting estimates and judgement

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's nature of operations is to act as a special purpose acquisition Company. Thus significantly reduces the level of estimates and assumptions required. 

4. Operating loss

The loss before income tax is stated after charging:

5. Employees

The average number of employees during the Period was made up as follows:

Directors 3

Staff 1

6. Directors' remuneration

Directors' emoluments including amounts payable to third parties in respect of Directors' services are detailed below:

Name Fees Salary Compensation Benefits Total

Mr Invgvar Angus £9,000 - - - £9,000

Sigard Irvine

No pension contributions were made on behalf of the Directors by the Company

No Director currently has any Share Options and no Share Options were granted to or exercised by a Director in the Period

7. 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 in the Period is subject to Cayman Islands taxation legislation. The prevailing taxation rate is zero %.

8. Loss per share

The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of £46,553, divided by 9,241,728, 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 ordinary share

9. Capital commitments

At 31 December 2015 the company had no capital commitments.

10. Other payables

Other payables £35

Accrued Expenses £39,423

11. Share capital and share premium

Allotted, called up and fully paid (Ordinary shares of £0.0001 each):

On the incorporation date, the Company has an authorised 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.

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

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 £6.56 into an ordinary share of £0.0001.

Immediately following the redenomination and subdivision of ordinary shares, the Company and its existing shareholders agreed to the forfeiture of all of the unpaid shares totalling 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.

On 16 October 2015, the Company has issued 22,434,400 ordinary shares at par value of £0.0001 which are fully paid up.

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 £0.0001 each at £0.10 per share from the public placement. The total issued ordinary shares of the Company were 30,000,000.

12. Related party transactions

Key management are considered to be the Directors and key management personnel compensation has been declared in note 6.

During the period the Company did not enter into any material transactions with other related parties. As at balance sheet date, the amount due to the director was £1,932 relating the advance loan to the Company, which is interest free with no repayment term.

13. Other financial commitments

The company had no commitments for the period ending 31 December 2015 under non-cancellable operating leases.

14. Financial instruments

The Company's financial instruments comprise cash, trade debtors and trade creditors that arise directly from its operations. The Company's policy has been, and continues to be, that no speculative trading in financial derivatives shall be undertaken.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

15. Financial Risk Management

The Company uses a limited number of financial instruments, comprising cash, short-term deposits, bank loans and overdrafts and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments.

Financial risk factors

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a) Currency risk

The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.

b) Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

d) Cash flow interest rate risk

The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.

Fair values

Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

16. Post balance sheet events

On 24 March 2016 the Company announced that it had signed a Memorandum of Understanding with Securecom Media Holdings Ltd ("Securecom"). The outline terms of this are that the Company intend to acquire all the issued Share Capital in Securecom for a total consideration of £3,000,000. This consideration will be split £2,000,000 new shares and £1,000,000 cash.