PowerHouse Energy Group Plc Annual Report 2013

FY2013 Annual Report · PowerHouse Energy Group Plc

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POWERHOUSE ENERGY GROUP PLC

COMPANY NUMBER 03934451

ANNUAL REPORT AND CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013

CONTENTS

Contents ......................................................................................................................................... 2

Company Information ...................................................................................................................... 3

Chairman's Report .......................................................................................................................... 4

Directors’ Report ............................................................................................................................. 6

Strategic Report .............................................................................................................................. 8

Directors’ Responsibilities Statement .............................................................................................. 9

Independent Auditor’s Report to the Members of PowerHouse Energy Group PLC ...................... 10

Company Statement of Comprehensive Income ........................................................................... 12

Company Statement of Changes in Equity .................................................................................... 12

Company Statement of Financial Position ..................................................................................... 13

Company Statement of Cash Flows .............................................................................................. 14

Notes to the Company Accounts ................................................................................................... 15

Independent Auditor’s Report to the Members of PowerHouse Energy Group plc ........................ 22

Consolidated Statement of Comprehensive Income ...................................................................... 24

Consolidated Statement of Changes in Equity .............................................................................. 25

Consolidated Statement of Financial Position ............................................................................... 26

Consolidated Statement of Cash Flows ........................................................................................ 27

Notes to the Consolidated Accounts ............................................................................................. 28

Notice to the Annual General Meeting ........................................................................................... 39

2 | Page

COMPANY INFORMATION

Directors

Robert Keith Allaun (Executive Chairman)
Nigel Brent Fitzpatrick (Non-Executive Director)
James John Pryn Greenstreet (Non-Executive Director)

Company secretary

Nigel Brent Fitzpatrick

Company number

03934451

Registered office

Website

Bankers

Nominated Adviser and
Broker

Registrar

Auditor

16 Great Queen Street
London
WC2B 5DG, United Kingdom

www.powerhouseenergy.net

HSBC
79 Piccadilly
London
W1J 8EU, United Kingdom

Sanlam Securities UK Limited
10 King William Street
London
EC4N 7TW, United Kingdom

Neville Registrars Limited
Neville House, 18 Laurel Lane
Halesowen
B63 3DA, United Kingdom

Deloitte LLP
1 City Square
Leeds
LS1 2AL, United Kingdom

3 | Page

CHAIRMAN'S REPORT

Another year of building a solid foundation for PowerHouse Energy Group, plc (PHEG)

Fiscal year 2013, brought a number of challenges and opportunities. By and large, each was met head-on,
and a positive outcome was achieved on behalf of the company. We were able to convert a number of
previously unsettled debts into equity in the company, and several long-held disputes were resolved amicably
and in the shareholders’ best interests. Much of the year was spent working with the team at Pyromex, the
creators of the Ultra High Temperature Gasification Reactor.

By August 2013, the company had achieved its most significant milestone since the IPO- that of the
completion of the acquisition of the 70 per cent interest in Pyromex Holding, AG, Pyromex AG, and
Pyromex GmbH not already owned by the company. The acquisition of the Pyromex group of companies
has positioned us to integrate the companies into a workable whole, with each member of the team moving in
concert with the others. This acquisition has brought the technology completely under the control of PHEG
and has allowed us to begin taking the necessary steps to deliver a viable commercial platform.

By December, 2013, the successful testing and commissioning of the company’s first nominal 5 tonne per
day unit had been completed in Switzerland and Pyromex was awarded the EU Certification verifying its
compliance with all regulatory, safety, and environmental standards necessary for sales and operation
throughout the European Union. As part of the commissioning process the machine was run through the
entire thermal cycle dozens of times- more often than would be required in an entire year’s operation- with
very good results.

A number of projects are being developed around the use of the nominal 5 tonne per day machine and we are
confident that these projects will result in sales for the company. We have hosted over 50 individuals and
companies who have expressed interest in our system, and we continue to support these potential customers
in their permitting and pre-project development efforts.

One of the very attractive features of our Pyromex process is our ability to “tune” the gas composition and
create a very high volume stream of hydrogen gas. Due to this ability we made the decision to acquire a beta
version of the AFC Fuel Cell- a technology that appears to be ideally suited to operate in conjunction with
our gasification reaction. We are planning a robust testing program with the AFC Fuel Cell when the unit is
delivered in Q1 of next year. We are confident that the two technologies, working in concert, will deliver
energy from waste with an efficiency not yet seen in the market.

A major benefit of the successful commissioning of the 5 tonne per day unit has been that we have developed
a number of new modifications and innovations that we will be integrating into our 25 tonne per day plant in
Eitting, Germany. These innovations have dramatically improved the operational efficiency and
maintenance ability of the plant. We look forward to implementing these enhancements in our Eitting
facility this next year.

Our current focus is to build out the commercial capabilities of the company and begin rolling out sales and
revenues based on our core technology. There are over 130 companies operating in the Waste to Energy
space, each with its own claims. However, we believe that we have created the most environmentally
friendly, economically efficient, modular system available on the market today. We are enjoying inquiries
from Asia, India, the United States, South America and, of course, from across Europe. We are confident
that this next year will allow us to gain the traction necessary to begin driving the company forward.

PHEG operations, including the completion of the acquisition of Pyromex, was funded through a
continuation of the Hillgrove Investments Pty Ltd, (Hillgrove) Convertible Loan Agreement dated June 19
2012 which allows Hillgrove, at its discretion, to further fund company operations as it has been doing to
date. Furthermore, Hillgrove has provided a Letter of Support to ensure that the company’s debts are paid as
and when they are due and within the normal course of business. Finally, Hillgrove has extended the
maturity date of the note from 8 October 2014, to 7 October 2015.

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Due to the increase in operational expenses PHEG was required to assume in the wake of the acquisition of
the Pyromex companies, Hillgrove requested, and was granted, a fixed and floating charge (debenture) over
the assets of PHEG, including all shares of Pyromex Holding, AG, on 24 February 2014.

The company has continued to operate with a very lean approach to the business as we better understand our
customers’ needs and how our technology and platform solve the significant challenges inherent in carbon-
neutral waste destruction and green-energy generation - all the while operating safely and generating only a
minor amount of completely non-toxic, non-leaching, residue which can be perfectly utilized in the
construction industry.

As these are our accounts up to 31 December 2013, they do not reflect the settlement of the large debt due to
Aspermont and other parties post year end. However, that loan was settled at a price of less than face-value,
and eliminated a significant distraction to management. It was announced earlier this year that a settlement
had been reached with Renewme to release its claimed geographical licenses to use our technology under a
disputed royalty agreement with Pyromex and other claims against the company in return for €211,000 and
the issue of 18,331,996 new Ordinary Shares in the Company. While the equity portion of that settlement has
been satisfied, the cash payment has not been settled and the agreement has not been completed. We remain
in active discussion with Renewme to finalize an amicable agreement.

The annual accounts for the year ended 31 December 2013 show separate accounts for both the Company and
the Group. The Company accounts have been presented prior to the Group accounts as the Board of Directors
believes that this more accurately represents the ongoing position of PHEG.

The Group accounts include the results of the Pyromex group as PHEG has acquired Pyromex in totality.
However, as can been seen in the Auditor’s Report, the Pyromex accounts have not been finalized and may be
subject to revision. Previously, due to challenges with the Pyromex technology, but subsequently resolved, the
asset value of our 30% holding of the company was impaired, however with the completion of the nominal 5
tonne per day unit, and several innovations in the development of the unit, applicable to our 25 TPD unit (and
the clear path to building a 50TPD unit) further investments made during the year have not been impaired.

The principal risks of the company are included in note 13 of the annual report. A key risk for the Company,
which of maintaining the cash resources necessary to operate as a going concern, has been mitigated through
the provision of the convertible loan agreement and letter confirming its current intention to continue to provide
financial support for the next 12 months provided by Hillgrove Investments Pty. Ltd.

The Directors have a reasonable expectation that the Company will have adequate resources to continue as a
going concern for the foreseeable future. Thus we continue to adopt the going concern basis of accounting for
the preparation of the annual financial statements.

The Waste to Energy market continues to grow dramatically. We’re now wholly a part of that through our
acquisition of the Pyromex technology. The challenges of the future are now those of execution. We have
all of the parts. We have created a solid foundation on which a robust company can be built. It is our
intention to create a showplace of our Eitting facility (next to the Munich Airport), and to leverage the
tremendous demand for non-toxic, waste to energy solutions. Ours is one of the few- no tar, no smoke, no
ash, and no toxins. Clean synthesis gas, and green, renewable energy from waste is the result of our process.
We’re now positioned to begin our commercial roll-out of our technology and I look forward to reporting
progress in the coming year.

Sincerely,

Keith Allaun
Chairman

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DIRECTORS’ REPORT

The Directors present their report along with the Company’s financial statements and the consolidated financial
statements for the year ended 31 December 2013. The financial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) and will be laid before the shareholders of the
Company at the Annual General Meeting to be held on 28 August 2014.

Principal activities
The principal activities of the Group will be to maintain minimal expenditures whilst it begins to fully exploit
and commercially roll-out our newly acquired and fully developed Pyromex technology. Our Ultra-high
temperature gasification reactor converts waste materials such as non-recyclable plastic, bio-mass, and other
waste streams into a high-quality, clean, synthesis gas composed primarily of hydrogen and carbon monoxide.

Review of developments and future prospects
A more thorough review of the development of the business together with an indication of future proposed
developments is included in the Chairman’s Report set out on pages 4 to 5.

The Company financial statements for the year ended 31 December 2013 are set out on pages 11 to 20. The
Company loss for the year after taxation amounted to £678,462 (2012: Profit of £554,528). Included in last
year’s profit was a credit for waiver of its £1,109,068 intercompany loan with its subsidiary, Powerhouse
Energy, Inc. The Group financial statements are set out on pages 23 to 36. The Group loss for the year after
taxation amounted to $1,204,365 (2012: $2,206,710). The net liabilities of the Company are £1,129,769
(2012: £1,125,229) with the movement in the year set out on page 11. The net liabilities of the Group are
$2,640,832 (2012: $2,302,034) with the movement in the year set out on page 24.

The Directors do not recommend the payment of a dividend (2012: £nil).

Principal risks and uncertainties are discussed in note 13 to the Company financial statements.

Details of significant events since the balance sheet date are contained in note 15 to the Company financial
statements.

Charitable and political donations
During the year, the Company and Group made no charitable or political donations (2012: £nil).

Research and development
During the year, no research and development expenditure was incurred by the Company.
The Group incurred no research and development related costs during the year (2012: £nil).

Substantial shareholdings
Shareholders holding in excess of 3 per cent of the issued share capital of the Company, which the Company
was aware of as at 31 December 2013 were as follows:

Pershing Nominees Limited
Lynchwood Nominees Limited
Roy Nominees Limited
Linc Energy Limited
Dilato Holding Pty Limited
Hillgrove Investments Pty Limited
Ferlim Nominees Limited

Number of
ordinary
shares of 1.0p
each

Percentage of
voting rights

83,615,642
61,239,496
32,732,534
28,350,000
24,989,765
20,000,000
17,831,996

24.0
17.6
9.4
8.1
7.2
5.7
5.1

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Directors
The Directors, who served during the year, and subsequently, were as follows:

Robert Keith Allaun
Nigel Brent Fitzpatrick
James John Pryn Greenstreet

Executive Chairman
Non-Executive Director
Non-Executive Director

Corporate Governance
As AIM companies are not required to provide corporate governance disclosures, the Directors have chosen
not to do so.

Payment to suppliers
The Group does not have a standard or code which deals specifically with the payment of suppliers. Total
creditor days for the Company the year ended 31 December 2013 were 73 days (2012: 131 days) and for the
Group 113 days (2012: 189 days).

Going concern basis
The Directors continue to adopt the going concern basis of accounting for the preparation of the annual
financial statements, further explanation is available in to note 1.3 of the Company accounts.

Auditor
Each of the persons being a Director at the date of approval of this report confirm that:

So far as the director is aware there is no relevant audit information of which the Company’s auditor
is unaware; and

- The Director has taken all the steps that he ought to have taken as a Director in order to make himself
aware of any relevant audit information and to establish that the Company’s auditor is aware of that
information.

This confirmation is given, and should be interpreted, in accordance with the provisions of s.418 of the
Companies Act 2006.

Approved by the Board of Directors and signed on behalf of the Board on 30 June 2014.

Keith Allaun
Director

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STRATEGIC REPORT

Business review
During the year under review the Company has continued to work with and fully develop a commercial platform
based on the Pyromex Technology it has acquired and brought fully under PowerHouse control. During this
year, the first commercially available 5 tonne per day (nominal) unit was manufactured. A full review of the
business and an indication of future developments is set out in the Chairman’s report on page 4 to 5.

While the Company has not finalized a sale, several sales are in current negotiation, and others are expected
based upon the significant apparent interest in visiting the facility for commercial demonstrations of the unit
in operation. Additionally, a re-commissioning of the Eitting facility, based upon the newly engineered and
design developments of the 5 TPD unit is expected in the near term. Once operational, this unit will begin to
produce revenues from both tipping fees and electrical generation. Should sales fail to materialise the
Company will continue to receive financial support from Hillgrove Investments Pty Limited as noted below.

The Company loss for the year is £678,462 (2012: profit of £554,528). Included in last year’s profit was a
credit for the waiver of an intercompany loan of £1,109,068.

The Company has no employees and has a board of 3 male directors.

Principal risks and uncertainties
The availability of funding remains a principal risk for the company. The company is dependent on continued
financial support from Hillgrove Investments Pty Limited to maintain its minimal operational costs.

The directors have assumed that the RenewMe settlement (note 9) will be resolved and will have minimal
impact on cash flow.

Further information Company’s principal risks are detailed in note 13 on page 19.

Approved by the Board of Directors and signed on behalf of the Board on 30 June 2014.

Keith Allaun
Director

8 | Page

DIRECTORS’ RESPONSIBILITIES STATEMENT

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 are required to prepare the group financial statements in accordance with International

Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and have also chosen to
prepare the parent company financial statements under IFRSs as adopted by the EU. Under company law
the directors must not approve the accounts unless they are satisfied that they give a true and fair view of
the state of affairs of the company and of the profit or loss of the company for that period. In preparing
these financial statements, International Accounting Standard 1 requires that directors:

 properly select and apply accounting policies;
 present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

 provide additional disclosures when compliance with the specific requirements in IFRSs are

insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial performance; and
 make an assessment of the company's ability to continue as a going concern.

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 financial statements may differ from legislation in other jurisdictions.

Responsibility statement
We confirm that to the best of our knowledge:


the financial statements, prepared in accordance with International Financial Reporting Standards,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the company
and the undertakings included in the consolidation taken as a whole;
the strategic report includes a fair review of the development and performance of the business and
the position of the company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face; and
the annual report and financial statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess the company’s performance,
business model and strategy.



BY ORDER OF THE BOARD

Keith Allaun
Director
30 June 2014

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
POWERHOUSE ENERGY GROUP PLC

We have audited the parent company financial statements of Powerhouse Energy Group plc for the year
ended 31 December 2013 which comprise the Statement of Comprehensive Income, the Balance Sheet, the
Cash Flow Statement, the Statement of Changes in Equity and the related notes 1 to 16. 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 auditor’s 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 auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the
preparation of the parent company financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the parent company 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 of the financial statements
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 parent 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
misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements
In our opinion the parent company financial statements:

 give a true and fair view of the state of the company’s affairs as at 31 December 2013 and of its loss

for the year then ended;

 have been properly prepared in accordance with IFRSs as adopted by the European Union; and
 have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year
for which the financial statements are prepared is consistent with the parent company 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 by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
the parent company financial statements 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.

Other matter
We have reported separately on the group financial statements of Powerhouse Energy Group plc for the year
ended 31 December 2013. That report includes a disclaimer of opinion in respect of the audit evidence

10 | Page

available to us and, as a result of this, we have been unable to express an opinion on the Group financial
statements.

Simon Manning (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Leeds, United Kingdom
30 June 2014

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COMPANY STATEMENT OF COMPREHENSIVE INCOME

Revenue
Administrative expenses

Operating loss

Finance income
Finance costs
Impairment of investment
Loan waivers

(Loss)/profit before taxation

Income tax expense

Total comprehensive (expense)/income

(Loss)/earnings per share (pence)

Diluted (loss) / earnings per share (pence)

Note

31 December 31 December
2012
£

2013
£

3
7
10

-
(404,309)

45,000
(354,571)

(403,935)

(309,571)

-
(274,153)
-
-

2
(124,972)
(119,999)
1,109,068

(678,462)

554,528

(678,462)

554,528

(0.22)

0.19

<0.01

COMPANY STATEMENT OF CHANGES IN EQUITY

Share
capital
£

Share
premium
£

Deferred
shares

(4.0p)

Deferred
shares
(4.5p)
£

Retained
earnings
£

Total
£

2,842,712 45,981,597

781,808

389,494

(51,746,419)

(1,750,808)

Balance at 1 January 2012
Transactions with equity participants:
- Shares issued to settle liabilities
- Conversion of warrants

- Total comprehensive income

20,200
2,432

7,070
41,349

-
-

27,270
43,781

554,528

Balance at 31 December 2012
Transactions with equity participants:
- Shares issued as consideration
- Shares issues to settle liabilities
- Conversion of warrants
- - Credit to opening reserves
- Total comprehensive loss

2,865,344 46,030,016

781,808

389,494

(51,191,891)

(1,125,229)

601,725
15,999

187

601,725
15,999
198
56,000
(678,088)

56,000
(678,462)

Balance at 31 December 2013

3,483,079 46,030,203

781,808

389,494

(51,814,353)

(1,129,769)

The notes numbered 1 to 16 are an integral part of the financial information.

12 | Page

COMPANY STATEMENT OF FINANCIAL POSITION

ASSETS
Non-current assets
Property, plant and equipment
Investments

Total non-current assets

Current Assets
Trade and other receivables
Cash and cash equivalents

Total current assets

Total assets

LIABILITIES
Non-current liabilities
Loans

Current liabilities
Trade and other payables
Loans

Total current liabilities

Net liabilities

EQUITY
Share capital
Share premium
Deferred shares
Accumulated losses

Total deficit

Note

2013
£

2012
£

6
7

9
10

114
1,038,026

1,038,140

169,086
41,417

210,503

343
1

344

2,310
7,125

9,435

1,248,643

9,779

(194,308)

(847,063)
(1,531,349)

(728,978)
(211,722)

(2,378,412)

(940,700)

(1,129,769)

(1,125,229)

3,483,079
46,030,203
1,171,302

2,865,344
46,030,016
1,171,302
(51,814,353) (51,191,891)

(1,129,769)

(1,125,229)

The financial statements of PowerHouse Energy Group Plc, Company number 03934451, were approved by
the board of Directors and authorised for issue on 28 June 2014 and signed on its behalf by:

Keith Allaun
Director

The notes numbered 1 to 16 are an integral part of the financial information.

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COMPANY STATEMENT OF CASH FLOWS

Cash flows from operating activities
(Loss) /Profit after taxation
Adjustments for:
- Depreciation and amortisation
- Finance costs
- Finance income
- Waiver of loan by PowerHouse Energy, Inc.
-
Changes in working capital:
-
-
- Movement in loans – intercompany

Impairment of non-current assets

(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables

2013
£

2012
£

(678,462)

554,528

229
274,153
-
-
-

729
124,972
(2)
(1,109,068)
119,999

(166,776)
118,085
-

114,510
(100,188)
(99,519)

Net cash used in operations

(452,772)

(394,039)

Cash flows from investing activities
Disposal/ (purchase) of tangible assets

Net cash flows generated from investing activities

1,771

Cash flows from financing activities
Share (purchase)/ issue
Finance income
Finance costs
Loans

(455,975)
-
(274,153)
1,148,609

43,791
2
(124,972)
406,030

Net cash flows from financing activities

418,294

324,841

Net decrease in cash and cash equivalents

34,290

(67,427)

Cash and cash equivalents at beginning of period

7,125

74,552

Cash and cash equivalents at end of period

41,415

7,125

The notes numbered 1 to 16 are an integral part of this financial information.

14 | Page

NOTES TO THE COMPANY ACCOUNTS

1. ACCOUNTING POLICIES

The following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the financial information.

Basis of preparation

1.1.
This financial information is for the year ended 31 December 2013 and has been prepared in accordance with
International Financial Reporting Standards (“IFRS”) adopted for use by the European Union and the
Companies Act 2006. These accounting policies and methods of computation are consistent with the prior
year.

Judgements and estimates

1.2.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts in the financial
statements. The areas involving a higher degree of judgements or complexity, or areas where assumptions or
estimates are significant to the financial statements such as the impairment of investments and going concern
are disclosed within the relevant notes.

1.3. Going concern
The Directors have considered all available information about the future events when considering going
concern. The Directors have reviewed cash flow forecasts for 12 months following the date of these accounts.
The cash flow forecast assumes no further funding of PowerHouse Energy, Inc. and Pyromex by the Company
and a favourable settlement outcome to RenewMe liability (see note 9) and the settlement post year end of
the Aspermont loan (see note 10).

The convertible loan obtained from Hillgrove Investments Pty Limited (see note 10) is considered sufficient
to settle outstanding creditors, maintain the Company’s reduced overhead and other planned events for at
least the next 12 months from the signing date of these accounts. In addition, the Company is in receipt of a
letter of intention of financial support from Hillgrove Investments Pty Limited to ensure the Company continues
to meet its obligations as they fall due and to ensure it operates as a going concern for a period of at least 12
months. Based on this, the Directors continue to adopt the going concern basis of accounting for the
preparation of the annual financial statements.

Foreign currency translation

1.4.
The financial information is presented in sterling which is the Company’s functional currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are revalued
to the exchange at date of settlement or at reporting dates (as appropriate). Exchange gains and losses
resulting from such revaluations are recognised in the income statement.

Foreign exchange gains and losses are presented in the income statement within ‘administrative expenses’.

1.5. Revenue
Revenue represents the amounts (excluding VAT) derived from the supply of management and administration
services to the Company’s subsidiary, PowerHouse Energy, Inc. Revenue is recognised when amounts fall due
under the formalised contract.

1.6. Employee costs
The Company has no employees.

1.7. Operating Leases
The Company has no operating leases.

15 | Page

1.8. Finance income and expenses
Finance income and expenses are recognised as they are incurred or as a result of financial assets or liabilities
being measured at amortised cost using the effective interest method. No finance expenses were incurred in
the production of a qualifying asset.

1.9. Income tax expense
The tax expense for the period comprises current and deferred tax.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in these financial statements.

1.10. Plant, property and equipment
Plant, property and equipment is stated at cost less accumulated depreciation. Cost represents the cost of
acquisition or construction, including the direct cost of financing the acquisition or construction until the asset
comes into use.

Depreciation on plant, property and equipment is provided to allocate the cost less the residual value by equal
instalments over their estimated useful economic lives of 3 years.

The expected useful lives and residual values of plant, property and equipment are reviewed on an annual
basis and, if necessary, changes in useful life or residual value are accounted for prospectively.

1.11. Other non-current assets
Other non-current assets represent the investment in PowerHouse Energy, Inc. The investment is carried at
cost less accumulated impairment. Cost was determined using the fair value of shares issued to acquire the
investment.

On 8th August 2013 the Company acquired the remaining 70 per cent of Pyromex AG. The investment is carried
at cost less accumulated impairment. Cost was determined using cash plus the fair value of shares issued to
acquire the investment. This investment is carried at cost due to the successful completion of the first unit,
further details are set out in the Chairman’s report on pages 4 and 5.

1.12. Trade and other receivables
Trade receivables are recognised at fair value. Subsequently they are carried at their initial recognition value
less any impairment losses.

1.13. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits and are recognised and subsequently
carried at fair value.

1.14. Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Trade and other payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.

1.15. Loans
Loans are financial obligations arising from funding received and used to support the operational costs of the
Company. These are initially recognised at fair value. Loans are subsequently carried at amortised cost using
the effective interest method.

1.16. Adoption of new and revised standards
New and revised standards adopted during the year and those standards and interpretations in issue but not
yet effective are shown in note 1.22 to the Group financial statements.

16 | Page

1.17. Impairment testing
Assets not subsequently carried at fair value are reviewed periodically for indications of impairment. On
recognition of an impairment event, the book values of the assets are compared to their recoverable amount.
In the event the recoverable amount is less that the book value, asset is reduced to the recoverable amount
and the difference recognised as an expense. The investment in PowerHouse Energy, Inc. was held at £1 by
recognising a further impairment in the prior year. The investment in Pyromex AG is held at cost, due to the
successful completion of the first unit no impairment is deemed necessary.

2. Administrative expenses

Included in administrative expenses are:

Directors’ fees
Depreciation
Operating leases
Net foreign exchange loss
Auditor’s remuneration – Company’s audit

3. Finance costs

Aspermont loan
Hillgrove Investments Pty Limited

2013
£

106,047
229
-
2,966
10,000

2012
£

64,409
729
27,200
1,414
10,000

2013
£

2012
£

67,000
207,153
274,153

118,442
6,530
124,972

4. Income tax expense

As the Company incurred a loss, no current tax is payable (2012: £nil). In addition, there is no certainty about
future profits from which accumulated tax losses could be utilised and accordingly no deferred tax asset has
been recognised. Tax losses amount to £2,709,420 (2012: £1,678,673).

5. (Loss)/Earnings per share

2013

2012

Total comprehensive (loss)/profit (£)

(678,275)

554,528

Weighted average number of shares
Weighted average number of dilutive shares

312,273,426
1,816,072

285,085,115
139,500,000

(Loss)/Earnings per share in pence
Diluted (loss)/profit per share in pence

6. Property, plant and equipment

Opening carrying value

- Depreciation
- Net carrying value

(0.22)
(0.22)

0.19
<0.01

Office
equipment
£

343
(229)
114

17 | Page

7. Investments

Other non-current asset consists of the investment in PowerHouse Energy, Inc and Pyromex AG. PowerHouse
Energy, Inc. is incorporated in California in the United States of America and the Company holds 100 per cent
of the common stock and voting rights of the subsidiary. Pyromex AG is based in Zug, Switzerland and the
Company holds 100 per cent of the shares and voting rights of the subsidiary.

The original investment of 30 per cent in Pyromex AG was held in Powerhouse Energy Inc. During the year
to 31 December 2012 this was transferred to Powerhouse Energy Plc at a value of £1.

During the year the company purchased the remaining 70 per cent of Pyromex AG and the Company holds
100 per cent of the common stock and voting rights of the subsidiary. Cost of the investments are stated at
purchase price. The 70 per cent is held at cost as the first unit is now functional and no impairment is deemed
necessary.

Investment - Cost
Accumulated impairment

2013
£

2012
£

48,947,154
(47,909,128)

47,909,129
(47,909,129)

1,038,026

The cost of the Powerhouse Energy Inc investment was determined using an issue price of 17.5 pence (the
price of the Company’s shares on re-listing after the reverse takeover) for the 273,766,456 shares issued to
acquire PowerHouse Energy, Inc.

8. Trade and other receivables

Other receivables
VAT receivable
Pyromex

2013
£

8,467
956
159,663

2012
£

-
2,310
-

169,086

2,310

The receivable from Pyromex AG of £159,663 is repayable on demand, is unsecured and attracts interest at a
rate of 10 per cent per annum.

9. Trade and other payables

Trade payables
RenewMe
Other accruals

2013
£

90,877
720,225
35,961

2012
£

38,792
653,896
36,290

847,063

728,978

RenewMe Limited had been granted exclusive rights by Pyromex to use, own, assemble and install and
operate Pyromex systems in territories also licensed to the Company’s subsidiary PowerHouse Energy, Inc.
The Company entered into a settlement agreement with RenewMe whereby the parties agreed to change
the respective exclusive rights pertaining to the Pyromex technology. Under the original settlement
agreement Powerhouse Energy, Inc. had the obligation to pay five instalments of EUR 200,000 annually
beginning 30 June 2011. The Company guaranteed the obligations under the agreement of PowerHouse
Energy, Inc. As PowerHouse Energy, Inc is unable to meets its obligations, all remaining amounts (EUR
800,000) due under the original settlement agreement have been recognised as a liability.

18 | Page

It was announced post year end that a settlement had been reached with Renewme to release its claimed
geographical licenses to use our technology under a disputed royalty agreement with Pyromex and other
claims against the company in return for €211,000 and the issue of 18,331,996 new Ordinary Shares in the
Company. While the equity portion of that settlement has been satisfied, the cash payment has not been
settled and the agreement has not been completed. The Company is in active discussion with Renewme to
finalize an agreement.

10.

Loans

Aspermont loan (shown as current)
Hillgrove Investments Pty Limited (shown as current / prior
year non-current)

2013
£

2012
£

328,739
1,202,609

211,722
194,308

1,531,348

406,030

The Aspermont loan consists of Aspermont Ltd, Dilato Holdings Pty Ltd and Tesla Nominees Pty Ltd. These
parties collectively provided a facility of £100,000 to the Company repayable by 18 May 2012, which incurs
interest at a default rate of 7 per cent per month. Since the balance sheet date the Company has negotiated
for the loan to be converted to equity. On 2 April 2014 the Company negotiated a settlement to repay the
loan in full by way of issue and allotment for 11,500,000 1 pence shares in the Company.

The loan from PowerHouse Energy, Inc. was waived during the prior year.

Hillgrove Investments Pty Limited (“Hillgrove”) has provided the Company with a convertible loan agreement
amounting to £1,202,609 – which can be increased at Hillgrove’s option. The loan is secured by a debenture
over the assets of the company, repayable on 8 October 2014 and carries interest of 15 per cent per annum.
Hillgrove has the option at any time to convert the loan in part or whole at a conversion price of 1p per share.
Hillgrove have provided a letter of support indicating they are willing to increase the loan amount pending any
unforeseeable or material changes to the Company’s current circumstances.

11. Share capital

1.0 p Ordinary
shares

4.5 p Deferred
shares

4.0 p Deferred
shares

Balance at 1 January 2012

284,271,197

17,373,523

9,737,353

- Issue of shares to settle liabilities
- Exercise of Warrants

2,020,000
243,229

-
-

Balance at 31 December 2012

286,534,426

17,373,523

9,737,353

- Issue of shares for consideration
- Issue of shares to settle liabilities
- Conversion of warrants

Balance at 31 December 2013

60,172,400
1,599,994
11
348,307,926

17,373,523

9,737,353

12. Convertible instruments

Average
exercise
price

Notes

Currently

Exercisable
Within 1
year

1 to 5
years

Total

Driftwood

12.4 £0.120

-
-

535,500
535,500

2,421,429 2,956,929
2,956,929
2,421,429

12.1. Warrants
Warrant holders holding 9,493,448 warrant instruments to subscribe ordinary shares at an exercise price of
£0.180 per share. 1,100 warrants were exercised at a price of 18p, the remaining 9,492,349 lapsed on 29
June 2013.

19 | Page

12.2. Linc Energy
Linc Energy Limited held options to acquire ordinary shares as follows up to a value of US$6,000,000
(£3,882,741), exercisable at any time in the 30 month period following Admission (29 June 2011) at a price
equal to a 20 per cent discount to the previous 60 day volume weighted price of an ordinary share. The
options expired on 29 December 2013.

12.3. Hillgrove
Hillgrove Investments Pty Limited held an option to acquire ordinary shares up to a value of US$3,000,000
(£1,941,371), exercisable at any time in the 30 month period following Admission (29 June 2011 at a price
equal to a 20 per cent discount to the previous 60 day volume weighted price of an ordinary share. The
options expired on 29 December 2013.

In addition, Hillgrove has the option at any time to convert its loan of £1,202,609 in part or whole at a
conversion price of 1p per share.

12.4. Driftwood
On 13 July 2011, PowerHouse Energy Group plc granted 2,956,929 options over ordinary shares to Driftwood
Capital Pty Limited (as trustee for Driftwood Capital Unit Trust) exercisable as follows:
 535,500 after 1 October 2013 at an exercise price of US$0.12 (£0.074) per share; and
 2,421,429 after 1 April 2014 at an exercise price of US$0.21 (£0.130) per share.

12.5. Other
Kailing Wang, John Carter Brookhart and Andrew Forbes each held 833,333 options over ordinary shares at
an exercise price of US$0.30 (£0.186) per share exercisable at any time up to 10 June 2013. These options
expired on 10 June 2013.

13. Material risks
13.1. Requirement for further funds
In assessing the going concern, the Directors have reviewed cash flow forecasts for 12 months following the
date of these accounts. The cash flow forecasts assumed no further funding of PowerHouse Energy, Inc. and
Pyromex. The financial support provided by Hillgrove Investments Pty Limited is considered sufficient to
maintain the Company’s reduced overhead and other planned events. The Company is dependent on this
continued support to cover it operational costs.

In the event the Company requires other equity financing, or the conversion option in the Hillgrove loan is
exercised, remaining shareholders will be diluted.

13.2. Reliance on the Pyromex technology
As a result of technical issues identified since the Group’s investment in Pyromex technology, there has been
material reductions to the carrying values of assets previously recognised. This highlights the Company’s
dependency on its exploitation of the Pyromex technology. In the event the Pyromex technology continues to
be unproven competing technologies may capture the market targeted by the Pyromex technology resulting
in reduced returns for shareholders.

13.3. Resolution to Aspermont and RenewMe obligations
In assessing the going concern, the Directors have assumed that the obligation to RenewMe (see note 9) is
resolved with minimal impact on cash flows. Discussions are on-going and RenewMe seem willing to support
the Company. However, there is no absolute certainty that these liabilities will be settled as anticipated.
Aspermont has, since the balance sheet date agreed to convert the loan balance to equity (see note 10)

20 | Page

14. Directors’ Remuneration
The Directors who held office at 31 December 2013 had the following interests, including any interests of a
connected person in the ordinary shares of the Company:

Number of
ordinary
shares of 1.0p
each

Percentage of
voting rights

Nigel Brent Fitzpatrick

103,459

<0.1

The Directors who held office at 31 December 2013 had the following options over ordinary shares, including
those of a connected person:

Number of
instruments

Exercise price

Date
exercisable

Expiry date

Nigel Brent Fitzpatrick

103,459

£0.18

29 June 2012

29 June 2013

These options have now expired.

The remuneration of the Directors of the Company paid for the year or since date of appointment, if later, to
31 December 2013 is:

2013
£
Salary/Fee

2013
£
Pension

2013
£
Benefits

2013
£
Total

Nigel Brent Fitzpatrick
James John Pryn Greenstreet
Robert Keith Allaun

-
-
106,047

-
-
-

2012
£
Total

-
-
64,409

Service contracts
Brent Fitzpatrick and James Greenstreet have service contracts which can be terminated by providing three
months’ written notice.

15. Related Parties

Hillgrove Investments Pty Limited is a related party by virtue of it’s shareholding in the Company.

During the year Hillgrove Investments Pty Limited loaned the company a further £801,148 and charged
£207,513 interest. The balance outstanding at the year end was £1,202,609 (2012: £194,308)

21 | Page

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
POWERHOUSE ENERGY GROUP PLC

We were engaged to audit the Group financial statements of PowerHouse Energy Group plc for the year ended
31 December 2013 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Changes in Equity, the Consolidated Statement of Financial Position, the Consolidated Statement
of Cash Flow and the related notes 1 to 16. 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 auditor’s 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 auditor
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the Group 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. Because of the matter described in
the basis for disclaimer of opinion on financial statements paragraph, however, we were not able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion.

Basis for disclaimer of opinion on financial statements
The audit evidence available to us was limited because we were unable to obtain accounting records in respect
of PowerHouse Energy, Inc. and Pyromex Holding AG. As a result of this we have been unable to obtain
sufficient appropriate audit evidence concerning the state of the Group’s affairs as at 31 December 2013 and
of its loss of the year then ended.

Disclaimer of opinion on financial statements
Because of the significance of the matter described in the basis for disclaimer of opinion on financial statements
paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an
audit opinion. Accordingly we do not express an opinion on the financial statements.

Opinion on other matter prescribed by the Companies Act 2006
Notwithstanding our disclaimer of an opinion on the financial statements, in our opinion the information given
in the Directors’ Report for the financial year for which the Group financial statements are prepared is
consistent with the Group financial statements.

Matters on which we are required to report by exception
Arising from the limitation of our work referred to above:

 we have not obtained all the information and explanations that we considered necessary for the

purpose of our audit; and

 we were unable to determine whether adequate accounting records have been kept.

22 | Page

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:



certain disclosures of Directors’ remuneration specified by law are not made.

Other matters
We have reported separately on the parent Company financial statements of PowerHouse Energy Group plc
for the year ended 31 December 2013. The opinion in that report is unqualified.

Simon Manning (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Leeds, United Kingdom
28 June 2013

23 | Page

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Revenue
Cost of sales

Gross (loss) /profit

Administrative expenses

Operating loss

Finance income
Loan waivers
Loss of control
Equity accounted loss
Finance expenses

Loss before taxation

Income tax credit

Loss after taxation

Foreign exchange arising on consolidation
Foreign exchange included in profit and loss arising from loss
of control

Note

Year ended
31 December
2013
US$

Year ended
31 December

2012
US$

3,330
(46,825)

19,756
-

(43,495)

19,756

(614,132)

(594,520)

1.2
1.2
4

(657,627)

(574,764)

1
-
-
-
(386,556)

4
352,322
(1,309,296)
(475,646)
(210,272)

(1,044,182)

(2,217,652)

10,942

(1,044,182)

(2,206,710)

(160,183)

(36,462)

1,095,440

Total comprehensive expense

(1,204,365)

(1,147,732)

Total comprehensive expense attributable to:
Owners of the Company
Non-controlling interests

(1,204,365)
-

(592,078)
(555,654)

Loss per share (US$)

<(0.01)

(0.05)

The notes numbered 1 to 16 are an integral part of the financial information.

24 | Page

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Balance at 1 January 2012
Transactions with equity
participants:
- Shares issued to settle

warrants

- Exercise of warrants
- - Pryomex, loss of control
-
- Total comprehensive income:

- Loss after taxation
- Foreign exchange included in
profit and loss arising from
loss of control

- Foreign exchange arising on

consolidation

Balance at 31 December
2012

Transactions with equity
participants:
- Shares issued to settle

liabilities

- Shares issues to settle

liabilities

- Conversion of warrants

Total comprehensive income:
- Loss after taxation
- Foreign exchange arising on

consolidation

Balance at 31 December
2013

Shares and
stock
US$

Accumulated
losses
US$

Other
reserves
US$

Non-control-
ling interests

US$

Total
US$

80,050,893

(18,090,906)

(63,781,669)

1,665,494

(156,188)

43,850
67,876
-

-
-
-

(1,606,239)

-
-
-

-
-
(1,109,840)

43,850
67,876
(1,109,840)

(600,471)

(2,206,710)

1,095,440

(81,729)

44,817

(36,462)

80,162,619

(19,697,145) (62,767,508)

(2,302,034)

998,864

310

26,558
328

998,864

26,558
18

(1,204,365)

(160,183)

81,188,059

(20,901,510) (62,927,381)

The notes numbered 1 to 16 are an integral part of the financial information.

(1,204,365)

(160,183)

(2,640,832)

25 | Page

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS
Non-current assets
Intangible assets
Property, plant and equipment

Total non-current assets

Current Assets
Trade and other receivables
Cash and cash equivalents

Total current assets

Total assets

LIABILITIES
Non-current liabilities
Loans

Total non-current liabilities

Current liabilities
Loans
Trade and other payables

Total current liabilities

Total liabilities

Net liabilities

EQUITY
Shares and stocks
Other reserves
Accumulated losses
Non-controlling interests

Total deficit

Note

31
December
2013
US$

31
December
2012
US$

7
8

10
11

2,087,081
665,160

2,752,241

-
957

957

54,311
69,617

123,928

3,790
11,492

15,282

2,876,169

16,239

(313,399)

13
14

(2,542,038)
(2,974,963)

(401,400)
(1,603,474)

(5,517,001)

(2,004,874)

(5,517,001)

(2,318,273)

(2,640,832)

(2,302,034)

81,188,059
(62,927,381)
(20,901,510)
-

80,162,619
(62,767,508)
(19,697,145)
-

(2,640,832)

(2,302,034)

The financial statements were approved by the board of Directors and authorised for issue on 30 June 2014
and signed on its behalf by:

Keith Allaun
Director

The notes numbered 1 to 16 are an integral part of the financial information.

26 | Page

CONSOLIDATED STATEMENT OF CASH FLOWS

(Loss of control) / Fair value gain on step acquisition

Cash flows from operating activities
Loss before taxation
Adjustments for:
- Finance income
- Finance costs
-
- Equity accounted loss
- Loan waivers
-
- Depreciation and amortisation
- Common stock and shares issued for services
- Foreign exchange revaluations
Changes in working capital:
- Decrease/ (Increase) in trade and other receivables
-
(Decrease)/ Increase in trade and other payables
- Taxation paid

Impairment of non-current assets

Note

Year ended 31
December
2013
US$

Year ended
31 December

2012
US$

(1,204,365)

(2,217,652)

(1)
386,556
-
-
-
-
322
-
(160,183)

(4)

210,272
1,309,296
475,646
(352,322)
-
124,049
-
(99,327)

(50,251)
1,371,489
-

226,580
(569,617)
(800)

Net cash used in operations

343,567

(893,876)

Cash flows from investing activities
Disposal (purchase) of tangible and intangible assets
Loss of control / reverse acquisition

1.2

Net cash flows used in investing activities

Cash flows from financing activities
Common stock issue (net of issue costs)
Finance income
Finance costs
Loans received/(repaid)

-
-

2,846
(11,010)

(8,164)

(756,919)
1
(386,556)
864,202

111,276
4
(210,272)
627,197

Net cash flows from financing activities

(282,272)

528,655

Net increase / (decrease) in cash and cash equivalents

61,295

(373,385)

Cash and cash equivalents at beginning of period
Foreign exchange on cash balances

11,492
(3,170)

382,445
2,432

Cash and cash equivalents at end of period

69,617

11,492

The notes numbered 1 to 16 are an integral part of the financial information.
756,919

27 | Page

NOTES TO THE CONSOLIDATED ACCOUNTS

1. ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items which are considered
material in relation to the Group financial information.

1.1. Basis of preparation
This consolidated financial information is for the year ended 31 December 2012 and has been prepared in
accordance with International Financial Reporting Standards (“IFRS”) adopted for use by the European Union
and the Companies Act 2006. These accounting policies and methods of computation are consistent with those
used in prior years.

1.2.

Consolidation and goodwill

Reverse takeover
On 29 June 2012, PowerHouse Energy Group plc acquired 100 per cent of the common stock holding of
PowerHouse Energy, Inc. by issuing 273,766,453 PowerHouse Energy Group plc shares to the common
stockholders of PowerHouse Energy, Inc. (“the Reverse Takeover”).

The Reverse Takeover has been treated as a reverse acquisition under IFRS3 (2008) “Business combinations”
whereby PowerHouse Energy, Inc. has been treated as the acquirer PowerHouse Energy Group plc.

A reverse takeover reserve (included with other reserves) has been created to account for the fair value of
the consideration for the reverse acquisition and to account for the change in the equity structure from that
of PowerHouse Energy, Inc. to that of the legal holding Company, PowerHouse Energy Group plc.

Pyromex acquisition
On 8 August 2013, the Company acquired the remaining 70% interest in Pyromex. Pyromex is accounted as
a wholly owned subsidiary of the Group. The original 30 per cent was held as an investment which had been
impaired to nil due to the uncertainties surrounding the technology. These results show the impact of the
acquisition of Pyromex.

Intangible assets
Tangible assets

Net assets acquired

Attributable to:
- Owners of the Company – 100%, recognised as investment in
subsidiary

US$

1,057,963
665,160

1,723,123

28 | Page

Judgements and estimates

1.3.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts in the financial
statements. The areas involving a higher degree of judgements or complexity, or areas where assumptions or
estimates are significant to the financial statements such as the impairment of assets and going concern are
disclosed with the notes

Foreign currency translation

1.4.
The financial information is presented in US dollars which is the Group’s functional currency.

1.4.1. Transactions and balances in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are revalued
to the exchange at date of settlement or at reporting dates (as appropriate). Exchange gains and losses
resulting from such revaluations are recognised in the Statement of Comprehensive Income.

Foreign exchange gains and losses are presented in the income statement within ‘administration expenses’.

1.4.2. Consolidation
The results and financial position of Group entities with a different functional currency to the presentation
currency are translated into the presentation currency as follows:

 Assets and liabilities are translated at the closing rate of 31 December 2013;


Income and expenses for each income statement are translated at average exchange rates over the
period of consolidation; and
the resulting exchange differences are recognised in other comprehensive income.



The principal rates used for translation are:

British Pounds
Swiss Francs
EURO

2013
Closing

2013
Average

1.6564
1.1244
1.3783

1.4089
1.0933
1.3491

1.5. Going concern
The Directors have considered all available information about the future events when considering going
concern. The Directors have reviewed cash flow forecasts for 12 months following the date of these accounts.
The cash flow forecast assumes no further funding of PowerHouse Energy, Inc. and Pyromex by the Company
and a favourable settlement outcome to RenewMe liability (see note 9) and the settlement post year end of
the Aspermont loan (see note 10).

1.6. Revenue
Revenue represents the amounts (excluding sales tax) derived from sales of power generation plus associated
services.

Revenue from the sale of goods is recognised when the risk and rewards associated with the goods has been
transferred to the purchaser. Revenue from services is recognised over the period of performance of the
services.

29 | Page

Employee costs

1.7.
The group has no employees.

1.8. Operating Leases
The Group has no operating leases.

Finance income and expenses

1.9.
Finance income and expenses are recognised as they are incurred or as a result of financial assets or liabilities
being measured at amortised cost using the effective interest method. No finance expenses were incurred in
the production of a qualifying asset.

1.10. Income tax expense
The tax expense for the period comprises current and deferred tax.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the balance sheet date in the countries where the Group operates. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the
tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in these financial statements.

1.11. Goodwill
Goodwill arose on the Reverse listing and the acquisition of Pyromex and represents the excess of the
consideration transferred over the in net fair value of the net identifiable assets, liabilities and contingent
liabilities acquired. Goodwill is stated at cost less any impairment losses recognised.

1.12. Intangible assets
Intangible assets arose on the acquisition of Pyromex and include trademarks and intellectual property related
to the Pyromex technology. These were recognised at fair value at the acquisition date and are carried at cost
less accumulated amortisation and impairment. Amortisation is calculated using the straight-line method to
allocate the fair value of the intangible assets over their estimated useful lives of 3 years.

1.13. Plant, property and equipment
Plant, property and equipment are stated at cost less accumulated depreciation. Cost represents the cost of
acquisition or construction, including the direct cost of financing the acquisition or construction until the asset
comes into use.

Depreciation on plant, property and equipment is provided to allocate the cost less the residual value by equal
instalments over their estimated useful economic lives of 3 to 7 years.

An item of plant, property and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss is included in the Statement of
Comprehensive Income.

1.14. Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of finished goods and work in
progress comprises design costs, raw materials, direct labour, other direct costs and related production
overheads. It excludes borrowing costs.

1.15. Trade and other receivables
Trade receivables are recognised at fair value. Subsequently they are carried at their initial recognition value
less any impairment losses.

1.16. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.

30 | Page

1.17. Deferred taxation
Deferred tax is recognised without discounting, in respect of all timing differences between the treatment of
certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet
date except as otherwise required by IAS 12.

A deferred tax asset is recognised where, having regard to all available evidence, it can be regarded as more
likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing
differences can be deducted.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in these financial statements.

Deferred tax assets or liabilities are not recognised if they arise from the initial recognition of goodwill or from
initial recognition of an asset or liability that at the time of the transaction affects neither accounting nor
taxable profit nor loss. Except, however, where an asset or a liability is initially recognised from a business
combination a deferred tax asset or liability is recognised as appropriate.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted
by the balance sheet date and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.

1.18. Loans
Loans are financial obligations arising from funding received from financiers and the founding stockholders.
These were recognised at fair value, net of any transaction costs incurred. Loans are subsequently carried at
amortised cost using the effective interest method.

1.19. Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Trade payables and other payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.

1.20. Common stock, share capital and share premium
Proceeds from the issue of common stock or ordinary and deferred shares have been classified as equity.
Costs directly attributable to the issue of these equity instruments are shown as a deduction, net of tax, from
the proceeds.

1.21. Share based payments
The Group has used share-based compensation, whereby the Group receives services from employees or
service providers in exchange for consideration for options in the share capital or shares of the Group. The
fair value of the services received in exchange for the grant of the options is recognised as an expense. The
total amount to be expensed is determined by reference to the fair value of the services received, unless that
fair value cannot be reliably measured, in which case the fair value of the of the stock and shares issued is
used.

Non-market performance and service conditions are included in assumptions about the number of options that
are expected to vest. The total expense is recognised over the vesting period, which is the period over which
all of the specified vesting conditions are to be satisfied.

31 | Page

1.22. Adoption of new and revised standards
There have been no standards or interpretations that have been adopted that have affected the amounts
reported in these financial statements. As at the date of approval of the financial information, the following
standards and interpretations were in issue but not yet effective:

IFRS 1 (amended)
IFRS 7 (amended)
IFRS 9
IFRS 10
IFRS 11
IFRS 12
IFRS 13
IAS 1 (amended)
IAS 12 (amended)
IAS 19 (revised)
IAS 27 (revised)
IAS 28 (revised)
IAS 32 (amended)

Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters
Disclosures – Transfers of Financial Assets
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Presentation of Items of Other Comprehensive Income
Deferred Tax: Recovery of Underlying Assets
Employee Benefits
Separate Financial Statements
Investments in Associates and Joint Ventures
Offsetting Financial Assets and Financial Liabilities

In addition, there are certain requirements of Improvements to IFRSs which are not yet effective.

The Directors do not anticipate that the adoption of these standards and interpretations in future reporting
periods will have a material impact on the Group’s results.

2. Administrative expenses

Employee expenses
Depreciation and amortisation
Professional fees

2013
US$

29,594
322
149,702

2012
US$

(577,628)
124,049
169,375

Included in employee expenses for the year ended 31 December 2012 are the release of the obligation to pay
accrued wages as part of the agreements reached with various employees. At 31 December 2013, the Group
had no employees.

3. Employee benefits

Wages and salaries
Employer’s taxes and social security costs
Pension costs
Healthcare and other

Total employee benefits

2013
US$

29,594
-
-
-

2012
US$

(598,462)
24,075
12,849
3,910

29,594

(577,628)

32 | Page

4. Finance expenses

Citi bank business loan
Management loans
Other
Hillgrove Investments Pty Limited
Aspermont

Total finance expenses

5. Income tax credit

Current taxation
Deferred taxation

Total taxation credit

6. Loss per share

2013
US$

-
-
-
292,083
94,470

2012
US$

2,476
2,437
3,841
10,842
191,036

386,556

210,272

2013
US$

-
-

2012
US$

(800)
11,742

10,942

2013

2012

Loss after taxation–attributable to owners of the Company (US$)

(1,204,365)

(12,581,950)

Weighted average number of shares

285,425,948

245,331,092

Loss per share (US$)

<(0.01)

(0.05)

As the Group incurred a loss, potential ordinary shares are anti-dilutive and accordingly no diluted earnings
per share has been presented.

33 | Page

7. Intangible assets

At 1 January 2012

Goodwill

Pyromex
technology

Licence
agreements

Total

Cost
Accumulated amortisation and impairment

4,035,356
(4,035,356)

27,931,414
(25,868,576)

990,840
(990,840)

32,957,610
(30,894,772)

Net carrying value

Amortisation
Pyromex loss of control
Foreign exchange fluctuations

Closing carrying value
At 31 December 2012

Cost
Accumulated amortisation and impairment

At 1 January 2013

Net carrying value

Amortisation
Pyromex acquisition
Foreign exchange fluctuations

Closing carrying value
At 31 December 2013

-
-
-
-

2,062,838

(117,421)
(2,005,446)
60,029
-

-
-
-
-

2,062,838

(117,421)
(2,005,446)
60,029

4,035,356
(4,035,356)
-

-
-
-
-

-
-
-

2,087,081
-,
-

990,840
(990,840)
-

5,026,196
(5,026,196)
-

-
-
-
-

-
2,087,081
-

Cost
Accumulated amortisation and impairment

4,035,356
(4,035,356)

2,087,081
-

990,840
(990,840)

5,026,196
(5,026,196)

2,087,081

Goodwill was recognised as the excess of the fair value of the consideration determined in accordance with
IFRS 3 accounting for reverse acquisitions over the fair value of the net liabilities acquired.

Due to the impairment of the Group’s primary intangible asset, the Pyromex technology, the entire amount of
goodwill recognised from the reverse acquisition has been impaired.

Licence agreements represent the capitalised licence fees paid by PowerHouse Energy, Inc. to Pyromex and
RenewMe for rights associated with the Pyromex technology.

34 | Page

8. Property, plant and equipment

At 1 January 20

Cost
Accumulated depreciation

Opening carrying value

-
- Depreciation
- Pyromex loss of control
- Foreign exchange fluctuations
- Closing carrying value

At 31 December 2013

Cost
Accumulated depreciation

Net carrying value

Depreciation
Pyromex acquisition
Disposals
Foreign exchange fluctuations

Pyromex
equipment

Office
equipment

Total

6,949,862
(5,160,586)
1,789,276

-
(1,842,079)
52,803
-

45,926
(9,566)
36,360

6,995,788
(5,170,152)
1,825,636

(6,628)

(6,628)
(26,965) (1,869,044)
(50,036)
(2,767)
(1,925,708)
957

-
-
-

-
662,272
-
-
662,272

957
-
957

(322)
2,699
-
(446)
2,888

957
-
957

(322)
2,699
-
(446)
665,160

9. Inventories
Inventories consist solely of work in progress. No expense for the cost of inventories sold has been recognised
(2012: nil). There were no write downs or reversal of write downs in the current or prior period.

10. Trade and other receivables

Other receivables
VAT receivable

2013
US$

33,526
20,785

2012
US$

3,790

Total trade and other receivables

54,311

3,790

11. Cash and cash equivalents

Cash and cash equivalents consist solely of cash balances in bank accounts.

12. Deferred taxation

Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the
related tax benefit through future taxable profits is probable. The Group did not recognise deferred income
tax assets in respect of losses.

35 | Page

13. Loans

Accrued dividends on preferred stock
Management loans
Citibank business loan
Aspermont loan
Hillgrove Investments Pty Limited

Total loans

Classified as:

- Current
- Non-current

Notes

13.1
13.2
13.3
13.4
13.5

2013
US$

-
-
-
550,036
1,992,002

2012
US$

33,000
-
26,913
341,487
313,399

2,542,038

714,799

2,512,038
-

401,400
313,399

13.1. Preferred stock
The preferred stock holders exchanged their stock holding in PowerHouse Energy, Inc. for shares in
PowerHouse Energy Group plc.

13.2. Management loans
Loans from management were waived as part of the settlement agreement entered into with employees.

13.3. Citibank business loan
The loan was settled in full during the year.

13.4. Aspermont loan
The Aspermont loans consist of Aspermont Ltd, Dilato Holdings Pty Ltd and Tesla Nominees Pty Ltd. These
parties collectively provided a facility of £100,000 to the Group repayable by 18 May 2012, which incurs interest
at a default rate of 7 per cent per month.

Since the balance sheet date the Company has negotiated for the loan to be converted to equity. On 2 April
2014 the Company negotiated a settlement to repay the loan in full by way of issue and allotment for
11,500,000 1 pence shares in the Company.

13.5. Hillgrove Loan
Hillgrove Investments Pty Limited (“Hillgrove”) has provided the PowerHouse Energy Group plc with a
convertible loan agreement amounting to $1,992,002 – which can be increased at Hillgrove’s option. The loan
is secured by a debenture over the assets of the company, repayable on 8 October 2014 and carries interest
of 15 per cent per annum.

Hillgrove have provided a letter of support indicating they are willing to increase the loan amount pending any
unforeseeable or material changes to the Group’s current circumstances.

14. Trade and other payables

Trade creditors
RenewMe
Customer deposits
Other accruals

2013
US$

2012
US$

1,445,921
1,155,966
-
373,076

227,104
1,036,000
150,000
190,370

Total trade and other payables

2,974,963

1,603,474

Classified as:
- Current
- Non-current

2,974,963
-

1,603,474
-

36 | Page

14.1. RenewMe
RenewMe Limited had been granted exclusive rights by Pyromex to use, own, assemble and install and
operate Pyromex systems in territories also licensed to the Company’s subsidiary PowerHouse Energy, Inc.
The Company entered into a settlement agreement with RenewMe whereby the parties agreed to change
the respective exclusive rights pertaining to the Pyromex technology. Under the original settlement
agreement Powerhouse Energy, Inc. had the obligation to pay five instalments of EUR 200,000 annually
beginning 30 June 2011. The Company guaranteed the obligations under the agreement of PowerHouse
Energy, Inc. As PowerHouse Energy, Inc is unable to meets its obligations, all remaining amounts (EUR
800,000) due under the original settlement agreement have been recognised as a liability.

15. Seasonality
The Group’s business is not subject to any consistent seasonal fluctuations.

16. Directors’ Remuneration
The Directors who held office at 31 December 2013 had the following interests, including any interests of a
connected person in the ordinary shares of the Company:

Number of
ordinary
shares of 1.0p
each

Percentage of
voting rights

Nigel Brent Fitzpatrick

103,459

<0.1

The Directors who held office at 31 December 2013 had the following options over ordinary shares, including
those of a connected person:

Number of
instruments

Exercise price

Date
exercisable

Expiry date

Nigel Brent Fitzpatrick

103,459

£0.18

29 June 2012

29 June 2013

These options have now expired.

The remuneration of the Directors of the Company paid for the year or since date of appointment, if later, to
31 December 2013 is:

2013
$
Salary/Fee

2013
$
Pension

2013
$
Benefits

2013
$
Total

2012
$
Total

Nigel Brent Fitzpatrick
James John Pryn Greenstreet
Robert Keith Allaun

-
-
176,032

-
-
-

-
-
106,919

37 | Page

Service contracts
Brent Fitzpatrick and James Greenstreet have service contracts which can be terminated by providing three
months’ written notice.

17. Post balance sheet events and contingent liabilities
On 28 June 2014 Hillgrove Investments Pty Limited, provided a letter of intent indicating that pursuant to
the terms of the convertible loan agreement (see note 3) which allows for an increase of the amount loaned
at Hillgrove’s sole discretion, to continue to provide adequate financial support to the Company to ensure the
Company may meet its obligations as they fall due and to ensure it operates as a going concern for a period
of at least twelve months from the date of the letter pending any unforeseeable or material changes to the
Company’s current circumstances.

Additionally, Hillgrove extended the repayment date of the note from its originally scheduled repayment date
of 8 October 2014 to 7 October 2015.

The Aspermont loan consists of Aspermont Ltd, Dilato Holdings Pty Ltd and Tesla Nominees Pty Ltd. These
parties collectively provided a facility of $165,640 to the Company repayable by 18 May 2012, which incurs
interest at a default rate of 7 per cent per month. Since the balance sheet date the Company has negotiated
for the loan to be converted to equity. On 2 April 2014 the Company negotiated a settlement to repay the
loan in full by way of issue and allotment for 11,500,000 1 pence shares in the Company.

38 | Page

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given that the annual general meeting of the members of the Company will be held at 10.00 a.m. on
28 August 2014 at the offices of Sanlam Securities UK Limited at 10 King William Street, London, EC4N 7TW.
The meeting will consider and, if thought fit, pass the following resolutions:

Ordinary business
The following resolutions will be proposed as ordinary resolutions:

1. That the Accounts and the Reports of the Directors and of the Auditors for the year ended 31 December

2013 be received.

2. That James Greenstreet, who is retiring by rotation, be reappointed as a Director.

3. That Deloitte LLP be appointed as auditor of the Company from the conclusion of this meeting until
the conclusion of the next Annual General Meeting at which accounts are laid and that the Board of
Directors be authorised to set the level of their remuneration for the ensuing year.

Special business

The following resolution will be proposed as an ordinary resolution:

4. That, in accordance with section 551 CA 2006, the Directors are generally and unconditionally
authorised, and in substitution for any previous authority, to allot the equity securities, as defined in
section 560 CA 2006, up to an aggregate nominal amount of £450,000, such authority, unless
previously revoked or varied by the Company in general meeting, to expire on 27 August 2015 or, if
earlier, the date of the Company's next annual general meeting, except that the Directors may allot
relevant securities pursuant to an offer or agreement made before the expiry of the authority.

The following resolution will be proposed as a special resolution:

5. That, subject to the passing of Resolution 5, under section 570 CA 2006, the Directors are authorised,
in substitution for any previous authority, to allot equity securities, as defined in section 560 CA 2006,
wholly for cash for the period commencing on the date of this resolution and expiring on 27 August
2015 or, if earlier, the date of the Company's next annual general meeting, as if section 561 CA 2006
did not apply to such allotment, except that the Directors may allot relevant securities following an
offer or agreement made before the expiry of the authority and provided that the authority is limited
to:

the allotment of equity securities in connection with a rights issue in favour of ordinary
shareholders where their holdings are proportionate, as nearly as possible, to the respective
number of ordinary shares held, or deemed to be held, by them, but subject to any exclusions
or arrangements the Directors think necessary or expedient for the purpose of dealing with
fractional entitlements or legal or practical problems under the laws of any territory or the
requirements of any recognised regulatory body or stock exchange in any territory; and

the allotment of equity securities, otherwise than in accordance with paragraph 6(a), up to a
maximum nominal value of £450,000.

Serious loss of capital

To consider whether any, and if so what, steps should be taken to address the serious loss of capital within the
Company, pursuant to section 656(1) of the Companies Act 2006.

By order of the Board

Keith Allaun

30 June 2014

PowerHouse Energy Group plc

Registered in England and Wales No. 3934451

Registered Office:

16 Great Queen Street

London

WC2B 5DG

39 | Page

Notes to the notice of AGM

Form of proxy

A form of proxy with proxy notes has been included with these accounts.

Total voting rights

2.
As at noon on today’s date, the Company’s issued share capital comprised 388,496,474 ordinary shares
of 1p each, 17,373,523 deferred shares of 4.5p each and 9,737,353 deferred shares of 4p each. Each ordinary
share carries the right to one vote at a general meeting of the Company and the deferred shares carry no
voting rights. Therefore, the total number of voting rights in the Company as at noon on today’s date is
388,496,474.

Communication

Members who have general queries about voting by proxy should contact the Company’s registrar,

3.
Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA.

40 | Page