PHOENICIAN CORPORATION IV LIMITED

(the “Company”)

UNAUDITED INTERIM FINANCIAL INFORMATION

(presented in US Dollars)

FOR THE SIX MONTHS ENDED 30 APRIL 2015 AND DIRECTORATE CHANGE

DIRECTORATE CHANGE

The Company announces that Jason Futko resigned from the Board as Chairman and Director of the Company on 25 July 2015.

INTERIM FINANCIAL INFORMATION

STATEMENT OF THE BOARD

The Board has been evaluating acquisitions of either the whole or part of suitable businesses (the "targets" or singularly, the "target") that will provide improved value to shareholders.

Where and when appropriate and permitted, we will seek board representation on each target in which the Company is an investor. As such, the Company will be a pro-active investor and will seek, to the extent permitted by all applicable laws, to control and operate a target. Acquisition of targets is not intended to be financed solely through the proceeds gained from investors' subscriptions, but may, if appropriate, be financed through the issuance of further Class A Shares or through the issuance of additional unquoted Class B Shares.

It remains the intention of the Company to effect an acquisition or sign a letter of intent, agreement in principle or definitive agreement for an acquisition.  The Directors have identified potential targets and are evaluating the opportunities, although no potential targets are yet at a stage whereby they can be brought to shareholders' attention.  The Company has retained strategic positions in companies which the Board considers to be of benefit to the Shareholders.

Past Investment in Amara

On 2 April 2013, the Company announced it had completed the conversion of the refundable deposit to Amara in the sum of USD$1,050,000, into common shares of Amara Hong Kong Limited (“AHK”).  The Company received 36% of the outstanding common shares of AHK.  AHK holds a 100% interest in a Shanghai company with a private Chinese Renminbi ("RMB") equity license, called Shanghai Amara Equity Investment Management Co., Ltd. (“Shanghai Amara”).

The Company was in discussions regarding several exciting business opportunities for Shanghai Amara; however they have not come to fruition and we were therefore required to write off this investment under IAS 39 of the IFRS rules.

Loan to Transonic General Trading LLC

On 4 October 2012, the Company provided a secured Loan Note to Transonic General Trading LLC (“Transonic”) in the amount of AED250,000 (USD$63,111).  Transonic is primarily engaged in the business of car rental, bus rental and passenger transport by rented buses. Transonic provides buses including drivers to transport workers from living residences to/from work sites. They also provide rental cars for corporate clients and the rental of heavy equipment on a long term basis such as tipper trucks, boom loaders and drilling machines. Transonic has used the proceeds of the Loan Note to facilitate its set up and expansion.

Interest is due and payable on the Loan Note every 30 days.  The Company earns a rate of interest of 2% on the total value per month whether redeemed or otherwise.  The interest is calculated pro rata to the number of days the interest is due for the period, in accordance to the amount of days outstanding, should the Loan Note be redeemed during the term. The Loan Note is personally guaranteed by Dr. Musab Jassim Al Qasimi. The terms of the Loan Note are governed by and shall be construed in accordance with UAE law. The Loan Note was due for repayment four months from the date of the certificate. The Loan Note was called and is overdue for repayment.  Dr. Jassim assures us he will repay the Loan Note, with accrued interest.  He has since paid AED100,000 (USD$27,225), and has agreed to make further payments against the balance of $63,110.

Makkah and Madinah Holdings Investment

The Company still maintains its holding in Prime Investments Group Limited which now trades under the name Makkah and Madinah Holdings (“MMH”).  MMH’s bid-price on the ICAP Securities and Derivatives Exchange is 3.2 cents (2 pence at Oct 31, 2014 spot price) and the Company purchased the investment at 9.6 cents (6 pence at Oct 31, 2014 spot price).  This means our holding of 11,396,619 shares of MMH is being carried at USD$444,183 in the financial statements versus the original cost of $1,325,000.  IFRS (IAS 39) required the Company to write down this asset which is against management’s belief that this company’s value has gone up during the current period and not down.  At 31 December 2013, the net assets of MMH were $472.36 million (2012: $440.41 million) or $0.37 per share (2012: $0.35).  MMH’s book value has increased year on year and our value per share should therefore be higher.  Management firmly believe that this asset is undervalued based on today’s share price on ISDX.

MMH's main asset was a land bank of 67 plots which have a gross floor area of 21,905,000 square feet in a project known as the Eye of Ajman in the Emirate of Ajman, UAE, which Ernst & Young's Dubai office has valued at approximately US$400,000,000 (the “Eye of Ajman”). In May 2012, a transaction to sell the Eye of Ajman was approved. In consideration for the disposal, MMH acquired a 100% interest in Makkah & Madinah International Limited, which in turn has a 34% interest in the closed joint stock company of Makkah & Madinah Commercial Investments Company, KSA (“MMCI”).  MMCI was incorporated in 2005 with a paid up capital of SAR 2,000,000,000, It is a closed joint stock company, with real property assets in the holy cities of Makkah & Madinah and commercial investments in Egypt.

For more information on MMH, please refer to the ICAP Securities and Derivatives Exchange website.

Enco Fuels Limited Financing Agreement

On 24 January 2014, the Company announced a collaboration, financing and option agreement with Enco Fuels Limited.  Under the terms of the arrangement, the parties agreed to work together on projects in the retail petroleum industry in the UK to jointly develop and agree strategies, to pursue such opportunities, and raise necessary capital unless terminated earlier in accordance with the provisions therewith, the Agreement was for a term of 2 years.

The Company has agreed to work with Enco on an initial opportunity relating to four sites in Scotland, namely Garvock, Boghall, Bridgeton and Tam O Shanter (the "Sites").  On a consolidated basis, the revenues of the four sites were approximately $11,193,000 (GBP7,000,000) in the year ended 31 December 2013. The Company agreed to provide a bank guarantee (the “BG”) of $263,198 (GBP160,000 at the spot rate on that date) which would allow Enco to secure purchasing terms with petrol suppliers for the sites. Prior to the BG being in place, the necessary funds were deposited with Certas Energy's UK lawyer (as the supplier of the goods necessary to operate the Sites). Any funds released from the escrowed funds or the BG will be reimbursed in full.

In consideration for providing the escrowed funds and the BG, the Company is entitled, under the Agreement, to 5% per annum on the full amount of the escrowed funds and the BG, such payments to be received by the Company in equal monthly instalments commencing one month after the funds have been escrowed.

All amounts due to the Company by Enco under the agreement have been secured by means of a personal guarantee from one of the shareholders of Enco, a debenture over a company he owns which operates successful family entertainment centres located in Dubai and a debenture over the assets of Enco.

Pursuant to the Agreement, the Company has been issued with an option to acquire 6% of the then issued share capital of Enco for $48,000 (GBP30,000).  Moreover, at the time of exercising such option (which is exercisable at The Company's discretion), the Company will be granted share options to acquire further shares in Enco at a price and amount to be mutually agreed.

On 8 December 2014 the Company terminated its agreement with Enco and have received all monies previously advanced under the agreement.  The agreement was terminated as Enco failed to meet the payment obligations under the agreement. After the termination Enco repaid the initial deposit.

Subsequent to the reporting period, Jason Futko resigned as Chairman and Director of the Company on 25 July 2015.

As of 31 July 2015, there have been no significant changes in the operations of the Company and we are diligently pursuing additional investment opportunities with the objective of generating significant returns to shareholders.

Edwin S. Lee

Director

STATEMENT OF COMPREHENSIVE INCOME

Six Months 
Ended
 30 April 2015
Six Months
Ended
 30 April 2014
Notes $ $
 
Revenue - -
Administrative expenses (96,656) (64,752)
Other (losses)/gains - -
Operating loss (96,656) (64,752)
Other income - 90,822
Loss before income tax (96,656) 26,070
Income tax expense - -

   

Loss for the year from continuing operations (96,656) 26,070

   

Other comprehensive income:
Fair value loss on available-for-sale financial assets (91,117) -
Total other comprehensive income (91,117) -
Total comprehensive income for the year (187,773) 26,070

   

Earnings per share
Basic and diluted loss per share in US cents 2 (0.01¢) (0.01¢)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

STATEMENT OF FINANCIAL POSITION

As at
30 April
 2015
As at
30 April
 2014
Notes $ $
Assets
Non-current assets
Available-for-sale financial assets 262,101 577,251
Other receivables 63,111 425,038
325,212 1,002,289
Current assets
Cash and cash equivalents 122,001 17,202
Total assets 447,213 1,019,491
Capital and reserves attributable to
Equity holders of the Company
Share capital 586,244 586,244
Share premium 4,762,513 4,762,513
Other reserves (1,052,055) (778,012)
Retained earnings (4,005,040) (3,709,022)
Total Equity 291,662 861,723
Liabilities
Current liabilities
Other payables and accruals 155,551 157,768
Total liabilities 155,551 157,768
Total Equity and Liabilities 447,213 1,019,491

The Financial Statements were approved by the Board of Directors and authorised for issue on 31 July 2015 and were signed on its behalf by:


 

STATEMENT OF CHANGES IN EQUITY

                                                                                         Attributable to equity shareholders

Ordinary shares Share premium Other
reserves
Retained earnings Total equity
$ $ $ $ $
At 31 October 2012 586,244 4,762,513 690,361 (3,614,811) 2,424,307

   

Loss for the year - - - (120,281) (120,281)

Other comprehensive income
Fair value loss on
 available-for-sale financial assets
- - (1,468,373) - (1,468,373)
Total comprehensive income for the year - - (1,468,373) (120,281) (1,588,654)
At 31 October 2013 586,244 4,762,513 (778,012) (3,735,092) 835,653

   

Loss for the year - - - (173,292) (173,292)

Other comprehensive income
Fair value loss on
 available-for-sale financial assets
- - (182,926) - (182,926)
Total comprehensive income for the year - - (182,926) (173,292) (356,218)
At 31 October 2014 586,244 4,762,513 (960,938) (3,908,384) 479,435

   

Loss for the six months - - - (96,656) (96,656)

Other comprehensive income
Fair value loss on
 available-for-sale financial assets
- - (91,117) - (91,117)
Total comprehensive income for the year - - (91,117) (96,656) (187,773)
At 30 April 2015 586,244 4,762,513 (1,052,055) (4,005,040) 291,662

CASH FLOW STATEMENT

Six Months  
Ended
 30 April
 2015
Six Months
Ended
 30 April
 2014
Notes $ $
Net cash used in operating activities (112,271) (303,105)
Investing activities
Loans recovery 256,002 -
Interest received - 81
Net cash (used by)/generated from investing activities 256,002 81
Net change in cash and cash equivalents 143,731 (303,024)
Foreign exchange differences on translation (22,128) (1,998)
Cash and cash equivalents at the beginning of the year 398 322,226
Cash and cash equivalents at the end of the year 122,001 17,204

There were no significant non-cash transactions during the six months ended 30 April 2015 or the six months ended 30 April 2014.

NOTES TO THE FINANCIAL STATEMENTS      

  1. ACCOUNTING POLICIES

GENERAL INFORMATION

The Company was incorporated, and is domiciled, in the Commonwealth of Bahamas on 29 May 2007 as a limited company.

In March 2009 the Company was admitted to the PLUS quoted Market (now ISDX Market). The address of the Company’s registered office is Olde Town Marina, Unit #2, Sandyport, West Bay Street, P.O.Box N-4825, Nassau, Bahamas.

BASIS OF PREPARATION AND ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.

a) Basis of Preparation

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs as adopted by the European Union), International Financial Reporting Interpretations Committee (IFRIC) interpretations and the ISDX Market Rules. The Financial Statements have also been prepared under the historical cost convention as modified by the carrying of available-for-sale financial assets at fair value.

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).  The Financial Statements are presented in United States Dollars ($), which is the Company’s functional and presentational currency, and rounded to the nearest dollar.

Comparative figures relate to the six months ended 30 April 2014.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving judgements or where estimates and assumptions are significant are disclosed below.

2     EARNINGS PER SHARE

The calculation of the basic earnings/(loss) per share is based on the profit/(loss) attributable to the shareholders of the Company divided by the weighted average number of shares in issue during the year.All earnings/(loss) per share calculations relate to continuing operations of the Company.

In accordance with IAS 33, shares are usually included in the weighted average number of shares from the date consideration is receivable. Ordinary shares issued as a result of the conversion of a debt instrument to ordinary shares are included from the date that interest ceases to accrue.

The Company has potential ordinary shares As At 30 April 2015 being share options and warrants.However, the diluted earnings per share is the same as the basic earnings per share as the options that were in existence have an immaterial effect on the earnings per share (2014 - anti-dilutive effect on the loss per share) and therefore have not been taken into account.

Loss   attributable to shareholders Weighted average number of shares Basic loss per share in US cents
Six months ended 30 April 2015
Six months ended 30 April 2014
$(96,656)
$(64,752)
100,719,094
100,719,094
(0.01¢)
(0.01¢)

3     REVIEW BY THE AUDITORS

This unaudited interim statement has not been subject to a review by the Group’s auditors PKF Littlejohn LLP.

4     DIVIDEND DISTRIBUTION

The Directors do not recommend the payment of a dividend at this time.

5     DISTRIBUTION OF INTERIM REPORT

Copies of the interim report for the six months ended 30 April 2015 are available on the Company’s website, www.phoenician-iv.com.

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