REG-Geo Genesis Group Ltd: Interim Results

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Tue Jun 30, 2009 7:30am EDT

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              -
                                                                             



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