PowerHouse Energy Group Plc Annual Report 2015

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FY2015 Annual Report · PowerHouse Energy Group Plc

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POWERHOUSE ENERGY GROUP PLC

COMPANY NUMBER 03934451

ANNUAL
FINANCIALSTATEMENTS
31DECEMBER2015

REPORT

AND

FOR

THE

CONSOLIDATED
ENDED
YEAR

CONTENTS

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

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

Directors’ Report ............................................................................................................................. 7

Strategic Report .............................................................................................................................. 9

Directors’ Responsibilities Statement ............................................................................................ 10

Independent Auditor’s Report to the Members of PowerHouse Energy Group PLC ...................... 11

Company Statement of Comprehensive Income ........................................................................... 13

Company Statement of Changes in Equity .................................................................................... 13

Company Statement of Financial Position ..................................................................................... 14

Company Statement of Cash Flows .............................................................................................. 15

Notes to the Company Accounts ................................................................................................... 16

Independent Auditor’s Report to the Members of PowerHouse Energy Group plc ........................ 24

Consolidated Statement of Comprehensive Income ...................................................................... 26

Consolidated Statement of Changes in Equity .............................................................................. 27

Consolidated Statement of Financial Position ............................................................................... 28

Consolidated Statement of Cash Flows ........................................................................................ 29

Notes to the Consolidated Financial Statements ........................................................................... 30

2 | Page

COMPANY INFORMATION

Directors

Robert KeithAllaun(Executive Chairman)
Nigel Brent Fitzpatrick(Non-Executive Director)
James John PrynGreenstreet(Non-Executive Director)
Clive Nathan Carver (appointed 17 May 2016)

Company secretary

Nigel Brent Fitzpatrick

Company number

03934451

Registered office

Website

Bankers

Nominated Adviser and
Broker

Registrar

Auditor

55 Bingley Road
Saltaire
Shipley
BD18 4SB

www.powerhouseenergy.net

HSBC
79 Piccadilly
London
W1J 8EU, United Kingdom

WH Ireland
11 St James’s Square
Manchester
M2 6WH

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

Deloitte LLP
Chartered Accountants and Statutory Auditor
1 City Square
Leeds
LS1 2AL, United Kingdom

3 | Page

CHAIRMAN'S REPORT

Dear Shareholders

Thank you for supporting PowerHouse Energy Group plc for another year. As you are well aware, 2015 was
a year of continued challenge as the Company has driven the development of an entirely new ultra-high
temperature gasification technology. Our decision to begin the design of a newly engineered technology,
from first principals, was not taken lightly. It was, however, the only way for the company to move forward
with a commercially robust technology and begin to deliver on the next phase for PowerHouse.

I realise that at times it has felt like the company was operating in “suspended animation” or was
“hibernating” and in many regards we were. All resources were being diverted to the development of on a
replacement for the previous technology. Commercial discussions have all been contingent upon the
successful completion of the G3-UHt.

The technical challenges inherent in developing the PowerHouse G3-UHt system, from scratch, were, at
times, significant, however the engineering team persevered and has now completed a fully functional,
nominal 2-5 tonne per day (tpd), system which is being demonstrated in Brisbane, Australia.

Developing the G3 System in approximately eighteen months, while longer than originally anticipated, was a
tremendous improvement on the time for development of previous technologies embraced by the company.

2015 also saw the first infusion of capital to the Company sincethe Hillgrove Convertible Note. The
Company was able to raise approximately £230,000 in private investment in December 2015, and has
subsequently raised another £250,000 in March of 2016. This money has ensured that PowerHouse can
operate independently for the foreseeable future and begin the building of its commercial team.

We anticipate that we will be basing a portion of our business development activities in Brisbane to liaise
with the engineering team, and to provide specific feedstock testing for potential clients.

The Company is in active discussion with a number of potential clients who have been awaiting the
completion of the G3-UHt. These client operations range in size from 5 tpd to 1000 tpd and include interest
from Sydney, the UK, the middle East, Thailand and California among others. The Directors remain
enthusiastic about the technology regardless of the delays we have faced, and recognize that the PHE G3-
UHt System has the potential to be one of the most robust, cost-effective, operationally efficient, and flexible
Gasification System on the market.

The Waste-to-Energy landscape continues to be an evolving and growing market. Demand in the market
for alternatives to incineration and to landfill is increasing significantly. Landfill taxes are at an all time high
and are expected to continue to grow, making alternatives like Ultra High Temperature Gasification very
attractive. While incinerator are still being approved in some geographies, deployment of this technology is
slowing as more environmentally friendly alternatives (like the PHE G3-UHt System) are coming to market.

The advantages of gasification are multiple. In addition to a reduced carbon dioxide footprint compared to
incineration, Ultra High Temperature Gasification results in no leachable residue or ash- a significant problem
faced by other pyrolysis and lower temperature gasification systems. Low temperature alternatives produce
significant levels of highly toxic and potentially carcinogenic cyclic molecules. These toxins are imbued in
the residues and ashes of lower temperature systems and require that the ash and residue be land-filled for
hygiene and safety. This is not the case with the PHE approach.

Our Ultra High Temperature Gasification is designed to completely demolecularise the waste-stream,
detoxifies the residue, and allows us to capture and recycle components of the waste-stream like Sulfur,
Zinc, and other minerals.

4 | Page

CHAIRMAN'S REPORT (CONTINUED)

Another advantage to the PHE approach to Gasification is our ability to integrate a pressure swing absorber
(PSA) into the gas recovery system and to generate a 99.99% pure stream of Hydrogen. The creation of
this pure Hydrogen allowsPHE to participate in the burgeoning Hydrogen economy. California is building a
string of service stations between Los Angeles and San Francisco to provide alternative fuels, like Hydrogen,
for automobiles along this “Hydrogen Corridor.”
Additionally, Hydrogen can be compressed and transported to other sites where it may be used. The
Hydrogen will also be able to feed fuel cells and generate electricity at improved efficiencies to other
alternatives in the market.

The PowerHouse Energy Group has been engaged in commercial explorations regarding longer-term
opportunities to own and operate entire tip and transfer operations. These opportunities represent
legitimate “infrastructure” for larger communities whereby our vision is to manage the collection of waste,
the recycling and transfer of components of the waste-stream, gasification of appropriate components of the
waste-stream, and finally the generation of electricity back to the community grid for use by consumers.

We continue to investigate alternative methods to finance and acquire some of these larger operations
throughout South East Asia and Australia. We continue to build and develop third-party representative
relationships to market and sell PHE technology and equipment throughout the EU, the United States,
Australia, Africa, and Asia. We have inquiries from almost every continent regarding the G3-UHt System.

Specialized waste markets represent very large, and potentially very lucrative, markets for the use of the G3
System. Our ability to deal with medical, biological, and pharma waste is unparalleled. Our system’s
complete demolecularization capabilities allows us to manage very expensive and toxic waste-streams and to
capture the energy value and completely detoxify the waste. Any resultant residue is completely non-toxic,
non-leachable, and requires no specialized disposal. It has the consistency of talc.

Auto Shredder Residue (ASR) is another niche market that is extremely interesting due to the cost of
eliminating the non-recyclable components of Automobile dismantling. Our ability to gasify the non-
recyclable organic components of the ASR allows us to convert those organics into Synthesis Gas and fuel
electrical generation for the operation of the dismantling operations, and send the excess electricity back to
the grid.

Our commercial foci in 2016 will consist of opportunities in all of the above markets, both directly, and in
support of partner relationships to successfully deploy the PHE G3 technology.

We’re confident that construction of the first commercial facilities utilizing the PHE G3-UHt System will occur
within the next 12 months. It has been a long and arduous journey for the Company, and for the
shareholders. We’re hopeful that the finalization of the technology will begin to lead to the commercial
results of which we’ve been confident since the advent of the Company.

Hillgrove Investments Pty Ltd

Hillgrove Investments Pty Ltd (Hillgrove) support has been important to the Company throughout 2015. The
Hillgrove Convertible Note (the Note) funded the engineering efforts that have resulted in the G3, and have
provided additional resources for Company operations. This support has been provided by advances under
a convertible loan note facility dated 19 June 2012. As at 31 December 2014, the amount owing to
Hillgrove under the convertible loan note was £2,181,004. As at 31 December 2015, the amount owing
under the convertible loan note is £2,938,636 Additionally, Hillgrove has made a commitment not to call
the note for a period of at least one year from the publication of these financial statements.

5 | Page

CHAIRMAN'S REPORT (CONTINUED)

Current trading
The beginning of 2016has been an active and tumultuous time. Testing has been completed on the G3 and
third party engineering verification is underway. The Company appointed a new Nominated Advisor, WH
Ireland. Additionally we were able to finalise a deal with RenewMe which made them an active partner in
the Company’s success. We have also appointed a 3rd non-executive Director in Cliver Carver, whose
experience in financial markets will be of tremendous value to the Company as we move forward to the next
phase of our growth.

The Company is on firm footing for the foreseeable future. Cash-on-hand balance at the date of this report
is approximately £320,000, representing approximately 17 months of company operations without requiring
additional cash.

Outlook

PowerHouse Energy Group plc is poised to begin its recommencement. We have a technology that we
believe is unparalleled in its capability, its efficiency, its economy, its environmental contribution, and of
which we can feel proud. The Company has been steered through a very rough 4 years with the support of
Hillgrove, and the conscientious advice of both Brent Fitzpatrick and James Greenstreet our non-executive
directors. We are confident that PowerHouse Energy Group Plc can finally meet the promise that was
envisioned when the Company was founded.

As always, we are continually grateful for your support.

Keith Allaun
Chairman
30 June 2016

6 | Page

DIRECTORS’ REPORT

The Directors present their annual report along with the Company’s financial statements and the
consolidated financial statements for the year ended 31 December 2015. 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 heldon 08 September 2016.

The subsidiary companies are currently in the process of being liquidated with the relevant authorities.
While the subsidiary was closed in 2014 the consolidated accounts have been required to be prepared as the
company still owns them at the year end. All assets and liabilities have been impaired in these accounts and
there is no financial recourse to the company as a result of the liquidation.

Principal activities
The principal activities of the Group are to maintain minimal expenditures whilst it begins to fully exploit and
commercially roll-out ournewly developed PHE G3-UHt Waste-to-Energy System. 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.

The newly engineered, designed, and constructed, PHE G3-UHt system is completed and in final testing.
Demand for our new technology is increasing, with Australia, Asia, and the UK being principal drivers.

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 pages4 to 6.

The Company financial statements for the year ended 31 December 2015 are set out on pages 13 to 22. The
Company loss for the year after taxation amounted to £781,647 (2014: Loss of £2,549,999).The Group
financial statements are set out on pages 25to 36. The Group profitfor the year after taxation amounted to
$479,542 (Loss42014: $5,047,975). The net liabilities of the Company are £2,960,219(2014: £2,409,972)
with the movement in the year set out on page 13. The net liabilities of the Group are $4,376,979(2014:
$5,422,734) with the movement in the year set out on page 26.

The Directors do not recommend the payment of a dividend (2014: £nil).

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

There have been no significant events since the balance sheet date other than those discussed in this
Directors’ Report and the Strategic Report.

Research and development
The Groupand Company incurred no research and development related costs during the year (2014: £nil).

Substantial shareholdings
Shareholders holdingin excess of 3 per centof the issued share capital of the Company, which the Company
was aware of as at 31 December 2015 were as follows:

Hargreaves Landsdown(Nominees) Limited
Pershing Nominees Limited
Renewme
SVS (Nominees) Limited Des: Pool
Roy Nominees Limited
TD Direct Investing Nominees (Europe) Limited
Hillgrove Investments Pty Limited

Number of
ordinary
shares of 0.5p
each

Percentage of
voting rights

104,203,648
102,271,069
90,932,961
29,344,830
25,284,508
24,989,765
20,000,000

21.78
21.37
15.96
6.13
6.51
6.43
5.15

7 | Page

DIRECTORS’ REPORT (CONTINUED)

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

Robert Keith Allaun
Nigel Brent Fitzpatrick
James John Pryn Greenstreet
Clive Nathan Carver

Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director (appointed 17 May 2016)

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 forthe year ended 31 December 2015 were82days (2014: 121 days) and for
the Group 82days (2014: 120days).

Going concern basis
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
Financial Statements.

The cash balance held at 31 December 2015 of £175,750 is sufficient to ensure the company can pay its
debts as they fall due. A further fundraise has been completed post year end increasing cash reserves.
Based on this, the Directors believe it is appropriate to continue to adopt the going concern basis of
accounting for the preparation of the annual financial statements.

Additionally Hillgrove Investments Pty Limited, as the holder of Convertible Loan Agreement, confirms that it
will not seek repayment of any amounts due under the Note or Convertible Loan Agreements until at least
12 months beyond publication of the Company’s 2015 annual financial statements.

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

Auditor
Each of the persons being a Director at the date of approval of this report confirms 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 2016.

Keith Allaun
Director

8 | Page

STRATEGIC REPORT

Business review
The principal activity for PowerHouse Energy Group Plc was the engineering and redevelopment of the PHE
G3-UHt System from first principles. During decommissioning of the former Pyromex Eiting facilities, major
flaws were discovered in the previous designs which would lead, in our estimation, to a commercial failure
were they to be perpetuated. Hence the redesign and rebuilding of the G3 System from the ground up.
We have been very encouraged by early testing and commissioning results, and final testing should be
completed in the near future.

Our continued enhancement and modeling of the processes have increased the efficiencies of the system
and have allowed us to begin the pre-feasibility design and process flow of 1000+ tonne per day systems for
infrastructure applications.

It is anticipated that the Company will begin to actively pursue commercial opportunities upon completion of
the testing program. A significant number of potential customers have expressed interest in entering
negotiations with the Company when we deem the System complete.

Corporate Governance:

The Company raised £250,000 in December 2015 for operating capital. The Company raised an additional
£250,000 in February to expand its operating capital.

The Company has replaced its Nominated Advisor with WH Ireland.

The Directors were granted immediately vesting options by vote of the Shareholders at the Annual General
Meeting held, 3rd December, 2015 as follows:

Keith Allaun, 6 Million Options at 0.75p
Brent Fitzpatrick, 5 Million Options at 0.75p
James Greenstreet, 4 Million Options at 0.75p

The Company established a AIM Rule Compliance Committee in early 2016 to ensure Compliance with AIM
regulation.

The Company appointed Clive Carver as an additional Non-Executive Director in May of 2016. His
appointment will be voted upon and confirmed at the upcoming Annual General Meeting, September 8,
2016.

The Company loss for the year is £781,647, (2014: lossof £2,549,999). Further details regarding financial
performance are included in the Directors’ Report on page 7.

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

Principal activities and review of developments
The Directors’ Report contains details of the Company’s principal activities and a review of significant
developments.

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.

Further information on the Company’s principal risks is detailed in note13 on page 22.

Approved by the Board of Directors and signed on behalf of the Board on 30 June 2016..

Keith Allaun
Director

9 | 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 2016

10 | Page

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
POWERHOUSEENERGY GROUP PLC

We have audited the parent company financial statements of Powerhouse Energy Group plc for the year
ended 31 December 2015 which comprise the Statement of Comprehensive Income, the Statement of
Changes in Equity, the Statement of Financial position, the Statement of Cash Flowsand 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 2015 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.

11 | Page

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

Other matter
We have reported separately on the group financial statements of Powerhouse Energy Group plc for the year
ended 31 December 2015. That report includes a disclaimer of opinion in respect of the audit evidence
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 2016

12 | Page

COMPANY STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2015

Revenue
Administrative expenses
Restructuring costs

Operating loss

Finance costs

Loss before taxation

Income tax expense

Total comprehensive loss

Loss per share (pence)

Diluted loss per share (pence)

Note

31 December
2015
£

31 December
2014
£

2
7

-
(397,022)
-

-
(1,182,488)
(1,038,026)

(397,022)

(2,220,514)

(384,625)

(329,485)

(781,647)

(2,549,999)

(781,647)

(2,549,999)

(0.20)

(0.65)

COMPANY STATEMENT OF CHANGES IN EQUITY

Share
capital
£

Share
premium
£

Deferred
shares
(0.5p)
£

Deferred
shares
(4.0p)
£

Deferred
shares
(4.5p)
£

Retained
earnings
£

Total
£

3,483,079

46,030,203

781,808

389,494

(51,814,353)

(1,129,769)

183,319
115,000
79,567
4,000
20,000

365,459
288,898
183,553
-
30,000

(2,549,999)

548,778
403,898
263,120
4,000
50,000
(2,549,999)

3,884,965 46,898,113

781,808

389,494

(54,364,352)

(2,409,972)

(1,942,483)

1,942,483

208,333 23,067

(781,647)

231,400
(781,647)

Balance at 1 January 2014
Transactions with equity participants:
- Shares issued to settle liabilities
- Shares issued to settle liabilities
- Shares issued to settle liabilities
- Shares issued to settle liabilities
- Shares issued to settle liabilities
- Total comprehensive loss

Balance at 31 December 2014
Transactions with equity participants:

- - Share reorganisation
-
- - Shares issue

- Total comprehensive loss

Balance at 31 December 2015

2,150,815 46,921,180

1,942,483

781,808

389,494

(55,145,999)

(2,960,219)

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

13 | Page

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

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-currentliabilities
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

2015
£

2014
£

6
7

-
-

1,451
175,750

177,201

5,841
25

5,866

177,201

5,866

(2,938,636)

9
10

(198,784)
-

(234,834)
(2,181,004)

(198,784)

(2,415,838)

(2,960,219)

(2,409,972)

2,150,815
46,921,180
3,113,785

3,884,965
46,898,113
1,171,302
(55,145,999) (54,364,352)

(2,960,219)

(2,409,972)

The financial statements of PowerHouse Energy Group Plc, Company number 03934451, were approved by
the board of Directors and authorised for issue on 30 June 2016and signed on its behalf by:

Keith Allaun
Director

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

14 | Page

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2015

Cash flows from operating activities
Loss after taxation
Adjustments for:
- Depreciation of property, plant and equipment
- Waiver of loan due from subsidiary
-
Impairment of non-current assets
Changes in working capital:
- Decreasein trade and other receivables
(Decrease) in trade and other payables
-
Increase in loan to subsidiary
-

2015
£

2014
£

(781,647)

(2,549,999)

-
-
-

114
937,682
1,038,026

4,390
(36,050)
-

3,582
(612,229)
(778,019)

Net cash used in operations

(813,307)

(1,960,843)

Cash flows from financing activities
Proceeds on issue of shares
Finance costs
New loans raised
Repayment of borrowings

231,400
(384,625)
1,142,257
-

1,224,691
(329,485)
1,380,041
(358,794)

Net cash flows fromfinancing activities

989,032

1,919,453

Net increase/(decrease) in cash and cash equivalents

175,725

(41,390)

Cash and cash equivalents at beginning of year

41,415

Cash and cash equivalents at end of year

175,750

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

15 | 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 2015and 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 withinthe 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
Financial Statements.

The cash balance of £175,750 at 31 December 2015 is sufficient to ensure the company can pay its debts as
they fall due. A further fundraise has been completed post year end increasing cash reserves. Based on this,
the Directors believe it is appropriate to 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 rate 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
statement.

Foreign exchange gains and losses are presented in the statement of comprehensive income 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 (2014: nil).

1.7. Operating Leases
The Companyhas no operating leases (2014: nil).

16 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

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 (2014: nil).

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

UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at
the balance sheet date where transactions or events that result in an obligation to pay more tax in the future
or a right to pay less tax in the future have occurred at the balance sheet date. Temporary differences are
differences between the company's taxable profits and its results as stated in the financial statements that
arise from the inclusion of gains and losses in tax assessments in periods different from those in which they
are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the
basis of 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 temporary differences can be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the
temporary differences are expected to reverse, based on tax rates and laws that have been enacted or
substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

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 3years.

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 representthe investmentin PowerHouse Energy, Inc. The investment is carried at
costless accumulated impairment.Cost was determined using the fair value of shares issued to acquire the
investment.

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 andused to support the operational costs of the
Company. These are initially recognised at fair value. Loansare subsequently carried at amortised cost using
the effective interest method.

17 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

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 1.21 to the Group financial statements.

1.17. Impairment
(i) Impairment review
At each balance sheet date, the carrying amounts of assets are reviewed to determine whether there is any
indication that those assets have suffered an impairment loss. An impairment loss is recognised whenever
the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment
losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any
goodwill allocated to cash generating units and then to reduce the carrying amount of the other assets in
the unit on a pro-rata basis. A cash generating unit is the group of assets identified on acquisition that
generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The recoverable amount of assets or cash generating units is the greater of their fair value less costs to sell
and value in use. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash generating unit to which the asset belongs.

(ii) Reversals of impairments
An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is
reversed if there has been a changein the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have beendetermined, net of depreciation or amortisation, if no impairment loss
had been recognised.

2. Administrative expenses

Included in administrative expenses are:

Directors’ fees
Operating leases
Net foreign exchange profit/(loss)
Auditor’s remuneration –Company’s audit
Impairment loss recognised on loans receivable carried at
amortised cost (note 10)

3. Finance costs

Otherloaninterest
Shareholder loan interest

2015
£

66,928
-
-
10,000
-

2014
£

100,000
-
(148)
10,000
937,682

2015
£

2014
£

-
384,625
384,625

75,159
254,326
329,485

18 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

4. Income tax expense

As the Company incurred a loss, no current tax is payable (2014: £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 £5,960,134 (2014: £5,178,487).The tax charge is lower
(2014: lower) than the standard rate of tax. Differences are explained below.

Current tax
Loss before taxation

2015
£

2014
£

781,647

2,549,999

Tax credit at standard UK corporation tax rate of 21% (2014 –

164,146

535,500

21%)
Effects of:
Expenses not deductible for tax purposes
Deferred tax not recognised

Income tax expense

5. Loss per share

Total comprehensiveloss (£)

Weighted average number of shares
Weighted average number of dilutive shares

Loss per share in pence
Diluted loss per share in pence

6. Property, plant and equipment

Opening carrying value

- Depreciation
- Net carrying value

(164,146)
-

(414,938)
(120,562)

2015

2014

(781,647)

(2,549,999)

390,094,921
2,732,739

376,628,030
2,732,739

(0.20)
(0.20)

(0.68)

Office
equipment
£

-
-
-

The cost value of fixed assets is £3,202 (2014: £3,202; 2013: £3,202 and 2012: £3,431).

Accumulated depreciation is £3,202 (2014: £3,202; 2013: £3,088 and 2012: £3,317).

7. Investments

Other non-current assets consist of the investment in PowerHouseEnergy, 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.

Investment - Cost
Accumulated impairment
Impairment recognised in the year

2015
£

2014
£

48,947,154
(48,947,154)

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

- ( 1,038,026)

19 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

7. Investments (continued)

The cost of the PowerHouse Energy Incinvestment was determinedusing 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. During the year ended 31 December 2014 the investment in Pyromex AG
was impaired to a nil carrying value due to the wind down of operations that commenced after this date.The
investment in Powerhouse Energy Inc was already impaired to nil value at 1 January 2014.

8. Trade and other receivables

Other receivables

9. Trade and other payables

Tradepayables
RenewMe Limited
Other accruals

2015
£

2014
£

1,451

5,841

1,451

5,841

2015
£

28,182
155,513
15,089

2014
£

32,567
171,447
30,820

198,784

234,834

RenewMe Limited had been granted exclusive rights by Pyromex to use, own, assemble and install and
operate Pyromex AG 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.

On 3 March 2014 the Company announced 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 at the year end.

Capital commitments not accrued for at the year end amounted to £100,000 (2014: £100,000) and related
to plant and machinery that had not yet been received.

20 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

10.

Loans

Shareholder loan

Classified as:

- Current
- Non-current

2015
£

2014
£

2,938,636
2,938,636

2,181,004
2,181,004

- 2,181,004

2,938,636

On 2 April 2014 the Company negotiated a settlement to repay theotherloan in full by way of issue and
allotment for 11,500,000 1 pence shares in the Company to Aspermont Limited.

Hillgrove Investments Pty Limited (“Hillgrove”) has provided the Company with a convertible loan agreement
amounting to £2,938,636 – which can be increased at Hillgrove’s option. On 24February 2014 the Company
announced that it had entered into a debenture with Hillgrove. The loan is secured by a debenture over the
assets of the company, 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 aletter 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
Ordinaryshar
es

0.5 p
Ordinary
shares

0.5 p
Deferred
shares

4.0

4.5 pDeferred
shares

pDeferredsha

res

Shares at 1 January 2014

348,307,926

17,373,523

9,737,353

- Issue of shares tosettleliabilities

40,188,668

Shares at 31 December 2014

388,496,594

17,373,523

9,737,353

Share reorganisation

- Issue of shares
-

(388,496,594)

388,496,594
41,666,667

388,496,594

Shares at 31 December 2015

- 430,163,261 388,496,594

17,373,523

9,737,353

At 31 December 2015 (£)
At 31 December 2014 (£)

- 2,150,815 1,942,483 781,808 389,494
- 781,808 389,494
3,884,965

On 3 December 2015 the company approved a share reorganisation, whereby each of the ordinary 1p shares would be
subdivided into one new Ordinary 0.5p share and one Deferred share of 0.5p. The new ordinary shares will have the
same rights as are attached to the previous ordinary shares.

On 14December the company issued 41,666,667 new ordinary 0.5p shares for a consideration of 0.6p per share.

21 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

12. Convertible instruments

Average
exercise
price

Notes

Currently

Exercisable
Within 1
year

1 to 5
years

Total

Driftwood

12.3 £0.120

2,956,929
2,956,929

-
-

- 2,956,929
- 2,956,929

12.1. Warrants
No warrants are held (2014:nil).

12.2. Hillgrove
Hillgrove has the option at any time to convert its loan of£2,938,636in part or whole at a conversion price of
1p per share.

12.3. 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.

12.4. Directors
On 8 December 2014, PowerHouse Energy Group plc granted 11,000,000 options over ordinary shares to
the Board, under the PowerHouse Energy Group plc Unapproved Share Option Plan 2011. The options may
be exercised between the Grant date and the tenth anniversary of the grant date and will lapse if not
exercised during that period. No charge has been included in the Statement of Comprehensive Income as it
is not currently foreseen that the options will vest.

The options have an exercise price of 2.5p per share.

The options were granted as follows:

– 5,000,000
Mr Keith Allaun
Mr Brent Fitzpatrick
– 3,000,000
Mr James Greenstreet – 3,000,000

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 current cash reserves are considered sufficient to maintain the Company’s reduced overhead
and other planned events.

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

22 | Page

NOTES TO THE COMPANY ACCOUNTS (CONTINUED)

14. Directors’ Remuneration
The Directors who held office at 31 December 2015 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 remuneration of the Directors of the Companypaid for the year or since date of appointment, if later, to
31 December 2015 is:

2015
£
Salary/Fee

2015
£
Pension

2015
£
Benefits

2015
£
Total

2014
£
Total

Nigel Brent Fitzpatrick
James John Pryn Greenstreet
Robert Keith Allaun

8,250
-
58,678

-
-
-

8,250
-
58,678

-
-
100,000

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 its shareholding in the Company.

During the year Hillgrove Investments Pty Limited loaned the company a further £373,007 and charged
£384,625 interest. The balance outstanding at the year-end was £2,938,636 (2014: £2,181,004).

Transactions with other related parties were conducted on an arms’ length basis and totalled £NIL (2014:
£15,074).

16. Post balance sheet event

On 29 April 2016 the Company announced that a full and final settlement had been reached with Renewme
to settle the remaining balance in exchange for the issue of 90,932,961 new Ordinary shares of 0.5p each.
This will release the Company from any and all previously disputed issues with Renewme. Upon issue of
these shares Renewme will own 15.96% of the share capital.

On 29 April 2016 the Company also announced that it was in receipt of a letter from Hillgrove Investments
Pty Limited stating that it would not seek repayment of its loan for a period of 12 months from the date of
these fianancial statements.

23 | 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 2015 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Changes in Equity, theConsolidated Statement of Financial Position, the
Consolidated Statement of Cash Flow and the related notes 1 to16. 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 theGroup 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
2015and 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 Group 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 theStrategic Report and the Directors’ Report for the financial year for which the Group financial
statements are prepared is consistent with the Groupfinancial 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

24 | 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 matter
We have reported separately on the parent Company financial statements of PowerHouse Energy Group plc
for the year ended 31 December 2015. The opinion in that report is unmodified.

Simon Manning (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Leeds, United Kingdom
30 June 2016

25 | Page

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2015

Revenue
Cost of sales

Gross loss

Administrative expenses
Impairment of subsidiary

Operating Profit/(Loss)

Finance income
Finance expenses

Profit/(Loss) before taxation

Income tax credit

Note

Year ended
31 December
2015
US$

Year ended
31 December

2014
US$

-
-

(602,918)
1,666,552

(4,517,504)
-

1,063,634

(4,517,504)

-
(584,092)

-
(530,471)

479,542

(5,047,975)

Profit/(Loss) after taxation

479,542

(5,047,975)

Foreign exchange gain arising on consolidation

224,065

142,995

Total comprehensive Profit/(Loss)

703,607

(4,904,980)

Total comprehensive Profit/(Loss)attributable to:
Owners of the Company
Non-controlling interests

703,607
-

(4,904,980)
-

Loss per share (US$)

<0.01

<(0.01)

The notes numbered 1 to16are an integral part of the financial information.

26 | Page

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Balance at 1 January2014
Transactions with equity
participants:
- Shares issued to settle

liabilities

- Shares issues to settle

liabilities

- Shares issues to settle

liabilities

- Shares issues to settle

liabilities

- Shares issues to settle

liabilities

-
- Total comprehensive income:

- Loss after taxation
- Foreign exchange arising on

consolidation

Balance at 31 December
2014

Transactions with equity
participants:
- Share issue
Total comprehensive income:
- Profitafter taxation
- Foreign exchange arising on

consolidation

Balance at 31 December
2015

Shares and
stock
US$

Accumulated
losses
US$

Other
reserves
US$

Non-control-
ling interests

US$

81,188,059

(20,901,510)

(62,927,381)

285,978

179,400

124,125

6,240

31,200

570,116

450,681

286,343

46,800

(4,904,980)

142,195

Total
US$

(2,640,832)

856,094

630,081

410,468

6,240

78,000

(4,904,980)

142,195

81,815,002

(25,806,490) (61,431,246)

(5,422,734)

308,041

34,107

479,542
(1,204,365)

224,065

82,123,043

(25,326,948) (61,173,074)

342,148

479,542
(1,204,365)

224,065

(4,376,979)

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

27 | Page

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

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
2015
US$

31
December
2014
US$

7
8

10
11

-
-

2,146
259,864

262,010

-
2,455

2,455

43,846
816

44,662

262,010

47,117

(4,345,067)

13
14

-
(293,922)

(3,402,366)
(2,067,485)

(293,922)

(5,469,851)

(4,638,989)

(5,469,851)

(4,376,979)

(5,422,734)

82,123,043
(61,173,074)
(25,326,948)
-

81,815,002
(61,431,246)
(25,806,490)
-

(4,376,979)

(5,422,734)

The financial statements were approved by the board of Directors and authorised for issue on 30 June
2016and signed on its behalf by:

03934451

Keith Allaun
Director

The notes numbered 1 to16 are an integral part of the financial information.

28 | Page

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2015

Impairment of non-current assets

Cash flows from operating activities
Proft/(Loss)before taxation
Adjustments for:
-
- Depreciation and amortisation
- Foreign exchange revaluations
Changes in working capital:
-
-
- Taxation paid

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

Note

Year ended

31 December
2015
US$

Year ended
31 December

2014
US$

479,542

(4,904,980)

-
-
224,065

2,087,081
662,705
142,195

41,700
(1,773,563)
-

10,465
(907,478)
-

Net cash used in operations

(1,028,256)

(2,910,012)

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

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)

342,148
-
(584,092)
1,529,290

1,980,883
-
(530,471)
1,392,954

Net cash flows from financing activities

1,287,346

2,843,366

Net (decrease) / increase in cash and cash equivalents

259,090

(66,646)

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

816
(42)

69,617
(2,155)

Cash and cash equivalents at end of period

259,864

816

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

29 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

1.1. Basis of preparation
This consolidated financial information is for the year ended 31 December 2015and 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

Pyromex
On 8 August 2013, the Companyacquired 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.

During the year Pyromex AG has been formally liquidated and as such the balance sheet values held at 31
December 2014 have been impaired to nil.

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 rate 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 2015;


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

2015
Closing

2015
Average

1.4786

1.5186

30 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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
Financial Statements.

The current cash balance of £175,750 is sufficient to ensure the company can pay its debts as they fall due.
A further fundraise has been completed post year end increasing cash reserves. Based on this, the Directors
believe it is appropriate to continue to adopt the going concern basis of accounting for the preparation of the
annual financial statements.

Additionally Hillgrove, as the holder of Convertible Loan Agreement, confirms that it will not seek repayment
of any amounts due under the Note or Convertible Loan Agreements until at least 12 months beyond
publication of the Company’s 2015 annual accounts.

Employee costs

1.6.
The group has no employees (2014: nil).

1.7. Operating Leases
The Group has no operatingleases (2014: nil).

Finance income and expenses

1.8.
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.

Income tax expense

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

UK corporation tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at
the balance sheet date where transactions or events that result in an obligation to pay more tax in the future
or a right to pay less tax in the future have occurred at the balance sheet date. Temporary differences are
differences between the company's taxable profits and its results as stated in the financial statements that
arise from the inclusion of gains and losses in tax assessments in periods different from those in which they
are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the
basis of 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 tax is measured at the average tax rates that are expected to apply in the periods in which the
temporary differences are expected to reverse, based on tax rates and laws that have been enacted or
substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

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

1.11. Intangible assets
Intangible assets arose on the acquisition of Pyromex and include trademarks andintellectual 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.
During the yearthe investment in Pyromex AG was impaired to a nil carrying value due to the wind down of
operations that commenced after the balance sheet date.

31 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

1.12. Property, plant 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.

1.13. 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.

1.14. Trade and other receivables
Trade receivables are recognised at fair value. Subsequentlythey are carried at their initial recognition value
lessany impairment losses.

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

1.16. 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 recognisedon 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.

1.17. Loans
Loans are financial obligations arising from funding received from financiersand the founding stockholders.
These wererecognised at fair value, net of any transaction costs incurred. Loans are subsequently carried at
amortised cost using the effective interest method.

32 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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

1.19. Share capital and share premium
Proceeds from the issue ofcommon 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.

1.20. Share based payments
The Group has used share-based compensation, whereby the Group receives services from employeesor
service providersin 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.

1.21. 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 9
IFRS 10 (amended)
IFRS 11 (amended)
IFRS 12 (amended)
IFRS 14
IFRS 15
IAS 1 (amended)
IAS 16 (amended)
IAS 19 (revised)
IAS 27 (amended)
IAS 28 (amended)
IAS 38 (amended)

Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Regulatory Deferral Accounts
Revenue from Contracts with Customers
Presentation of Items of Other Comprehensive Income
Property, Plant and Equipment
Employee Benefits
Separate Financial Statements
Investments in Associates and Joint Ventures
Intangible assets

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

The Directors are still assessing the impact of the adoption of these standards on the Group’s results but do
not anticipate that there will be a material impact on the Group’sresults.

33 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

2. Administrative expenses
Included in administrative expenses are;

Directors’ fees
Auditor’s remuneration – Company’s audit
Impairment of Goodwill
Depreciation and amortisation

At 31 December 2015, the Group had no employees (2014: nil).

3. Employee benefits

Wages and salaries

Total employee benefits

4. Finance expenses

Shareholder loan interest
Other loan interest

Total finance expenses

5. Income tax credit

Current taxation
Deferred taxation

Total taxation credit

2015
US$

101,637
15,186

-
-

2014
US$

160,750
16,075
1,874,735
595,159

2015
US$

2014
US$

584,092
-

409,465
121,006

584,092

530,471

2015
US$

2014
US$

-
-

34 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The tax charge is lower (2014: lower) than the standard rate of tax. Differences are explained below.

Current tax
Profit/(Loss) before taxation

2015
US $

2014
US $

479,542

(5,047,975)

Tax (charge)/credit at standard UK corporation tax rate of 21%

(100,704)

1,060,075

(2014 – 21%)

Effects of:
Expenses not deductible for tax purposes
Losses relieved
Deferred tax not recognised

Income tax expense

6. Proft/(Loss) per share

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

349,976
(249,272)
-

(646,661)

(413,414)

2015

2014

703,607

(4,904,980)

Weighted average number of shares

285,425,948

Loss per share (US$)

<(0.01)

7. Intangible assets

At 1 January 2014

Goodwill

Pyromex
technology

Licence
agreements

Total

Cost
Accumulated amortisation and impairment

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

2,087,081
(2,087,081)

990,840
(990,840)

7,113,277
(7,113,277)

Net carrying value

Closing carrying value
At31 December 2014

Cost
Accumulated amortisation and impairment

At 1 January 2015
Closing carrying value
At 31 December 2015

Cost
Accumulated amortisation and impairment

-
-

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

2,087,081
(2,087,081)
-

990,840
(990,840)
-

7,113,277
(7,113,277)
-

-
-

- -
- -

- -

35 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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. Following the
decision to wind down the Pyromex operation as discussed in the Directors’ Report, the Goodwill has been
impaired to a carrying value of nil.

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

8. Property, plant and equipment

At 1 January 2014

Cost
Accumulated depreciation

Opening carrying value

-
- Depreciation
- Pyromex loss of control
- Closing carrying value

At 31 December 2014

Cost
Accumulated depreciation

Net carrying value

Impairment
Foreign exchange fluctuations

At 31 December 2015

9. Inventories
The Group has no inventories (2014: nil).

10. Trade and other receivables

Other receivables
VAT receivable

Pyromex
equipment

Office
equipment

Total

662,272
(662,272)
-

2,888
(433)
2,455

665,160
(662,705)
2,455

-
-
-

-
-

2,455

2,888
(433)
2,455

(2,455)
-
-

2015
US$

-
2,146

-
-
2,455

2,888
(433)
2,455

(2,455)
-
-

2014
US$

34,734
9,112

Total trade and other receivables

2,146

43,846

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.

36 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

13. Loans

Shareholder loan

Total loans

Classified as:

- Current
- Non-current

Notes

2015
US$

2014
US$

13.1

4,345,067

3,402,366

4,345,067

3,402,366

-
4,345,067

3,402,366
-

13.1. Shareholder Loan
Hillgrove Investments Pty Limited (“Hillgrove”) has provided the PowerHouse EnergyGroup plc with a
convertible loan agreement amounting to $4,345,067 – 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
Other accruals

Total trade and other payables

Trade and other payables are classified as:
- Current
- Non-current

2015
US$

2014
US$

41,670
229,942
22,310

1,701,144
316,721
49,620

293,922

2,067,485

293,922
-

2,067,485
-

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 Group’s subsidiary PowerHouse Energy, Inc. The
Group 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 Group 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.

37 | Page

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

On 3 March 2014 the Group announced 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 Group. While the equity portion of that settlement has been satisfied, the cash payment has not been
settled and the agreement has not been completed at the year end.

On 29 April 2016 the Company announced that a full and final settlement had been reached with Renewme
to settle the remaining balance in exchange for the issue of 90,932,961 new Ordinary shares. This will
release the Company from any and all previously disputed issues with Renewme. Upon issue of these
shares Renewme will own 15.96% of the share capital.
.
Capital commitments not accrued for at the year end amounted to £100,000 (2014: £100,000) and related
to plant and machinery that had not yet been received.

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

16. Directors’ Remuneration and share interests
The Directors who held office at 31 December 2015 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 remuneration of the Directors of the Company paid for the year or since date of appointment, if later, to
31 December 2015 is:

2015
$
Salary/Fee

2015
$
Pension

2015
$
Benefits

2015
$
Total

2014
$
Total

Nigel Brent Fitzpatrick
James John Pryn Greenstreet
Robert Keith Allaun

-
-
161,000

-
-
-

-
-
161,000

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

38 | Page