REG-Geo Genesis Group Ltd: Interim Results
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Geo Genesis Group Limited / Ticker: GEOP / Market: PLUS
30 June 2009
Geo Genesis Group Limited (`Geo Genesis' or `the Company')
Interim Results
Geo Genesis Group Limited, an advisory and investment company focussed on China
and other emerging markets, announces its results for the six months ended 31
March 2009.
Overview:
- Continued expansion of client base for corporate advisory services,
particularly in China
- Development of key strategic alliances within the emerging markets
- Expansion of knowledge and expertise into new regions including South America
- Continued demonstration of adaptability and resilience in difficult market
conditions
Geo Genesis Chief Executive Officer Roger Bendelac said, "We have continued to
expand our operations through the development of strategic partnerships and
relationships with both new and existing clients. Against a backdrop of adverse
economics, I am pleased with the Company's progress and look forward to seeing
the work done in the previous six months reflected in our year end balance
sheet."
For further information visit www.geogenesisgroup.com or contact:
Roger Bendelac, CEO Geo Genesis Group Limited Tel: +1 (917) 969 5475
John Bridges Orange Corporate Finance Tel: +44 (0) 20 3301 3356
Hugo de Salis St Brides Media & Finance Tel: +44 (0) 20 7236 1177
Chris Welsh St Brides Media & Finance Tel: +44 (0) 20 7263 1177
Chairman's Statement
The last quarter of 2008 and the first quarter of 2009 showed extraordinary
conditions for both the credit and equity markets that have affected all
economic agents on a global basis. For the Company and its subsidiaries, such
conditions required equally extraordinary adaptation skills that saw Geo
Genesis enter into equity agreements that allowed it to improve on its asset
holdings.
As investors will be aware, the Company was established to generate revenue
from and acquire equity positions in investee companies, advisory clients or
assets within emerging markets with an initial focus on China. We maintain our
belief that there are still numerous opportunities in emerging markets for
international investors and companies, and that, due to the combined financial
and professional services experience of the Directors, the Company will be able
to take advantage of such opportunities by building on and solidifying its
existing network of contacts based in its targeted emerging market countries.
During the six month period, we looked to consolidate the progress made by the
Company since its admission to PLUS in 2008. In this time we have extended the
number of clients and client targets and have also made progress in our efforts
to diversify our business activities. Amongst other advisory contracts, from
December 2008 we advised US based miner Trilliant Exploration on financing an
asset purchase agreement with Ecuador based, Pacifico S.A, involving the
transfer of mining rights and licenses from its iron ore projects. Furthermore,
we advised Changda International Holdings, Inc. (`Changda') with respect to its
listing in the US Over-the-Counter market through a merger in January 2009.
Undertaking this transaction enabled Changda to list on a public market at a
time the AIM market was not propitious to a transaction. Our ability to advise
and facilitate such a deal demonstrates our adaptability in difficult market
conditions.
We also signed several letters of intent including those with Yawee Digital
Technology Co. Ltd., a Beijing based multimedia designer and the Huashiji
Science and Technology Development Group, a manufacturer of high end casings
for electronic products in April 2009. These agreements will see Geo Genesis
retain fees for consultancy services in addition to a 5% equity stake in each
enterprise, which we anticipate will both aim to obtain a public listing on an
overseas market in the future.
A key aspect of our advisory business is the development of contacts and
formation of relationships with parties that are able to facilitate
introductions to potential clients. In line with this, we have formed several
strategic relationships including revenue sharing agreements in April 2009 with
Beijing based Luckystar Economic & Technical Exchange Co. Ltd (`Luckystar') and
Mainheim Investment Consultant Co. (`Mainheim'). Luckystar and Mainheim are
business consultancy practices licensed to advise companies based or operating
in China. Under the terms of the agreements, both companies will facilitate the
initial introduction of potential new advisory clients to Geo Genesis.
Additionally, the Company entered into a strategic alliance with United
Intelligence (`UI'), a privately owned enterprise specialising in the supply of
financing information, management consultancy, management training and ISO
accreditation. Under the terms of the agreement UI and Geo Genesis have agreed
to engage in the cross referral of prospective clients and engage in
complementary advisory services. We are particularly pleased with this
agreement, which allows Geo Genesis access to over 20,000 mostly private
companies on UI's central database. We look forward to working closely with UI
and pooling our respective expertise to the benefit of both parties and our
clients.
We hope that the fruits of such efforts, in the form of revenue generation,
will materialise further during the second half of 2009.
With respect to our fund management companies, the difficult market conditions
have delayed implementation of our business plan. However, we will seek to
revive efforts in that area as market conditions improve. In the meantime the
Company has taken adaptive measures in order to overcome difficult business
conditions. These have seen the confirmation of a recession in the US and in
Europe and a clear slowdown of the path of growth in China. In light of the
circumstances, albeit concentrated on a limited number of transactions, we are
pleased to note that the Company has offset the initial establishment costs of
its operations and its 2008 listing costs to turn in an net income of
US$4,708,746 for the six months ended 31 March 2009.
The market turmoil experienced in the months leading up to this statement has
provided us with far from ideal conditions in which to conduct our business.
Despite this, I believe that we are in a favourable position from which to move
forward. We have a strong and experienced team working in China, which
continues to generate opportunities in the region and we look forward to
updating shareholders on our progress throughout the remainder of 2009 and
beyond.
Whilst China remains our key focus, I am also pleased to note that Geo Genesis,
through its US subsidiary, is extending its knowledge and expertise in emerging
South America and is generating new opportunities.
Finally, I would like to thank all those involved in the Company for their
continued hard work and dedication during the period.
Marc Koplik
Non-executive Chairman
30 June 2009
CONSOLIDATED INCOME STATEMENT
Notes Six Six Year ended 30
September 2008
months months (audited)
to 31 March to 31 March $
2009 2008
(unaudited) (unaudited)
$ $
Revenue 1,564,200 102,977 164,720
Administrative expenses (444,861) (428,977) (1,459,616)
Depreciation (5,624) (6,568) (10,307)
Rent expense (28,080) (9,446) (22,655)
Wages and salaries (38,086) (24,489) -
Cost of offering - - (384,816)
Share option charge - (418,210) (445,742)
Operating expenses (23,999) (333,755) (277,581)
Operating profit/(loss) 1,023,550 (1,118,468) (2,435,997)
Finance costs (4,578) (73) (266)
Finance income 8,974 9,641 20,759
Other gains and losses 7 3,680,800 - -
Net income/(loss) before taxation 4,708,746, (1,108,900) (2,415,504)
Taxation - - -
Net income/(loss) after taxation 4,708,746 (1,108,900) (2,415,504)
Earnings/(loss) per share (cents)
Basic 5 6.95 (1.68) (3.7)
Diluted 5 4.43 (1.68) (3.7)
CONSOLIDATED BALANCE SHEET
Note As at As at 30 September
2008
31 March 31 March (audited)
2009 2008 $
(unaudited) (unaudited)
$ $
ASSETS
Non-current assets
Other intangible assets - 14,644 -
Property, plant and equipment 41,963 51,583 43,332
Total non-current assets 41,963 66,227 43,332
Current assets
Trade and other receivables 322,887 87,122 308,178
Prepaid expenses 13,570 2,481 -
Financial assets - investments 5,200,000 - -
held for trading
Cash and cash equivalents 22,282 1,932,123 385,725
Total current assets 5,558,739 2,021,726 693,903
TOTAL ASSETS 5,600,702 2,087,953 737,235
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 137,121 126,337 29,796
Accrued expenses 62,991 - 24,227
Total liabilities 200,112 126,337 54,023
Equity
Share capital 4 6,773 6,773 6,773
Share premium account 2,719,929 2,719,929 2,719,929
Share option reserve 445,742 418,210 445,742
Translation reserves 10,667 1,365 2,035
Retained earnings 2,217,479 (1,184,661) (2,491,267)
Total equity 5,400,590 1,961,616 683,212
TOTAL EQUITY AND LIABILITIES 5,600,702 2,087,953 737,235
CONSOLIDATED CASH FLOW STATEMENT
Six months Six months Year ended
30 September
to 31 March to 31 March 2008
2009 2008 (audited)
(unaudited) (unaudited) $
$ $
Operating activities
Operating profit/(loss) 1,023,550 (1,118,466) (2,415,504)
Adjustments for
Depreciation and amortization 5,624 6,568 10,307
Share option charge - 418,210 445,742
Non cash consideration received (1,519,200) - -
Working capital adjustments
Increase in receivables (14,709) (17,584) (236,159)
Increase/(decrease) in trade and other 107,325 69,322 (2,992)
payables
Increase in prepaid expenses (13,570) - -
Increase in accrued expenses 38,764 - -
Net cash used in operating activities (372,216) (641,950) (2,198,606)
Investing activities
Interest received 4,396 9,568 -
Acquisition of intangible and other assets - (14,644) (14,017)
Purchases of property and equipment (897) (19,198) -
Net cash flow used in investing activities 3,499 (24,274) (14,017)
Financing activities
Increase in issued capital - 2,291,700 2,291,701
Net cash from financing activities - 2,291,700 2,291,701
Net increase/(decrease) in cash and cash (368,717) 1,625,476 79,078
equivalents
Cash and cash equivalents at beginning of 385,725 307,337 307,337
period
Foreign exchange translation differences 5,274 (690) (690)
Cash and cash equivalents at end of period 22,282 1,932,123 385,725
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Share Retained Foreign Total
capital premium option earnings exchange
reserve reserve
US$ US$ US$ US$ US$ US$
Balance as at 1 6,420 428,582 - (75,763) 2,055 361,294
October 2007
(Audited)
Issue of shares 353 2,291,347 - - - 2,291,700
Exchange - - - - (20) (20)
difference
arising on
translation
of foreign
operations
Share option - - 445,742 - - 445,742
reserve
Loss for the - - - (2,415,504) - (2,415,504)
year
Balance as at 30 6,773 2,719,929 445,742 (2,491,267) 2,035 683,212
September 2008
(Unaudited)
Exchange - - - - 8,632 8,632
difference
arising on
translation
of foreign
operations
Profit for the - - - 4,708,746 - 4,708,746
period
Balance as at 31 6,773 2,719,929 445,742 2,217,479 10,667 5,400,590
March 2009
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 31 MARCH 2009
1. Basis of preparation
The Interim Report is unaudited and does not constitute statutory accounts. The
Interim Report incorporates the results of Geo Genesis Group for the period
from 1 October 2008 to 31 March 2009. The results for the year ended 30
September 2008 have been extracted from the financial statements for Geo
Genesis Group Limited for the year ended 30 September 2008 which are prepared
under International Financial Reporting Standards (`IFRS') and on which the
auditors issued an unqualified opinion.
The unaudited interim financial information for the six months ended 31 March
2009 have been prepared on the basis of the accounting policies set out in the
most recently published financial statements for the Group for the year ended
30 September 2008. Newly adopted accounting policies are detailed in note 2.
The consolidated financial information has been prepared in accordance with
IFRS. The interim financial information for the six months ended 31 March 2009
were approved by the Directors on X June 2009.
2. Accounting Policies
The following new accounting policies have been adopted during the period under
review:
(a) Revenue recognition - Revenue is recognised to the extent that it is
probable that the economic benefits will flow to the Company and can be
measured reliably. Revenue is recognised at the fair value of the consideration
received, excluding discounts, rebates and other sales duty or tax.
(b) Investments - Financial assets are classified as either financial assets at
fair value through the income statement, loans and receivables, held to
maturity investments and available-for-sale financial assets, as appropriate.
When financial assets are recognised initially, they are at fair value plus, in
the case of investments not at fair value through the income statement,
directly attributable transaction costs. The Group determines the
classification of its financial assets after initial recognition and, where
allowed and appropriate, re-evaluates this designation at each financial
year-end.
All regular purchases and sales of financial assets are recognised on the trade
date being, for example, the day that the Group commits to purchase the asset.
Regular purchases or sales of financial assets are those that require delivery
of assets within the period generally established by regulation or convention
in the marketplace.
The fair value of investments that are actively traded in organised financial
markets is determined by reference to quoted market bid prices at the closure
of business on the balance sheet date. For investments where there is no active
market, fair value is determined using valuation techniques. Such techniques
include using recent arm's length market transactions; reference to the current
market value of which is substantially the same; discounted cash flow analysis
and option pricing models.
3. Segmental information
The directors consider that the Group's activities represent a single class of
business. The analysis of the Group's turnover, gross profit, assets,
liabilities, additions to plant, property and equipment and depreciation and
amortisation by geographical origin is set out below:
Period ended 31 Period ended 31 Year ended 30
March 2009 March 2008 September 2008
US$ US$ US$
(unaudited) (unaudited) (audited)
Turnover
Marshall Islands 1,564,200 - -
Bermuda - - -
USA - 105,690 105,690
China - (2,713) 64,864
1,564,200 102,977 170,554
Gross profit
Marshall Islands 1,564,200 - -
Bermuda - - -
USA - 105,690 105,690
China - (2,713) 59,030
1,564,200 102,977 164,720
Carrying amount of
assets
Marshall Islands 5,242,561 8,493 341,540
Bermuda 31,803 33 29,883
USA 251,921 1,950,089 276,206
China 74,417 129,337 89,606
5,600,702 2,087,952 737,235
Liabilities
Marshall Islands 60,020 8,500 24,226
Bermuda - - -
USA 54,628 195 194
China 85,464 117,643 29,603
200,112 126,338 54,023
Additions to plant,
property and equipment
Marshall Islands - - -
Bermuda - - -
USA - - -
China 897 19,198 14,017
897 19,198 14,017
Depreciation and
amortisation
Marshall Islands - - -
Bermuda - - -
USA - - -
China 5,624 6,568 10,307
5,624 6,568 10,307
4. Authorised share capital
31 March 31 March
2009 2008
$ $
Authorised
350,000,000 ordinary shares of 0.0001c each 35,000 35,000
(2007: 350,000,000 Ordinary shares of 0.0001c
each)
____________ ____________
Allotted, issued and fully paid 6,773 6,773
67,725,692 ordinary shares of 0.0001c each ____________ ____________
(2006: 64,200,000 Ordinary shares of 0.0001c
each)
5. Basic and diluted earnings/(loss) per ordinary share
The calculation of the basic and diluted earnings per share for the period
ended 31 March 2009 is based on income after taxation of $4,708,746 (March 31
2008: 1,108,900 loss). The weighted average number of ordinary shares
outstanding during the period ended 31 March 2009 and the effect of the
potentially dilutive ordinary shares to be issued are shown below.
In accordance with IAS 33 `Earnings Per Share' and as the Group has reported a
loss for the period ended 31 March 2008 the shares for this period are not
diluted.
Period ended Period ended
31 March 31 March
2009 2008
(unaudited) (unaudited)
$ $
Net profit/(loss) for the 4,708,746 (1,108,900)
period
Basic weighted average ordinary 67,725,692 65,900,428
shares in issue during the
period
Diluted weighted average 106,230,692 -
ordinary shares in issue during
the period
Basic earnings/(loss) per share 6.95 (1.68)
based on the weighted average
issued share capital as at 31
March
Diluted earnings/(loss) per 4.43 (1.68)
share based on the weighted
average issued share capital as
at 31 March
6. Investments
2009 2008
$ $
Investments at fair value through profit and
loss:
As at 1 October - -
Additions 1,519,200 -
Movement in fair value adjustment (revaluation) 3,680,800
As at 31 March 5,200,000 -
Included within investment additions are amounts relating to the following
transactions:
On 13 November 2008, the Group received 1,000,000 ordinary shares in Trilliant
Exploration Corp as a share based payment in relation to the provision of
consultancy services within the period. The fair value of these shares at that
date was deemed to be $1.5 per share resulting in a total consideration of
$1,500,000.
On 13 February 2009, the Group received 1,200,000 ordinary shares in Changda
International Inc as a share based payment in relation to the provision of
consultancy services within the period. Of these shares, 400,000 are saleable
immediately and 800,000 are restricted from sale for 12 months. The fair value
of these shares at that date was deemed to be $0.02 per share resulting in a
total consideration of $19,200 as a result of discounting the restricted
shares.
7. Other gains and losses
Period end Period end
31 March 31 March
2009 2008
$ $
(Unaudited) (Unaudited)
Change in fair value of financial assets 3,680,800 -
designated at fair value through the profit and
loss account
3,680,800 -
END
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