AGUA VIA LTD
Registered number: 06420717
Directors' Report
The directors present their report and accounts for the year ended 31 December 2016.
Directors
The following persons served as directors during the year:
Jeremy Pelczer
Stephen Howard
Ian Blake Thomas
Dr Martin Edelstein (USA)
Ms Gayle Pergamit (Canada)
Viscount Portman
Small company provisions
This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 applicable to companies subject to the small companies regime.
This report was approved by the board on 28 February 2017 and signed on its behalf.
I B Blake Thomas
Director
AGUA VIA LTD
Registered number: 06420717
Balance Sheet
as at 31 December 2016
Notes 2016 2015
£ £
Fixed assets
Intangible assets 2 420,657 420,657
Investments 3 8 -
420,665 420,657
Current assets
Debtors 4 18,837 10,593
Cash at bank and in hand 23,005 64,889
41,842 75,482
Creditors: amounts falling due within one year 5 (243,147) (328,385)
Net current liabilities (201,305) (252,903)
Total assets less current liabilities 219,360 167,754
Creditors: amounts falling due after more than one year 6 (363,032) (354,532)
Net liabilities (143,672) (186,778)
Capital and reserves
Called up share capital 1,201 1,190
Share premium 391,799 193,948
Profit and loss account (536,672) (381,916)
Shareholders' funds (143,672) (186,778)
The directors are satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The members have not required the company to obtain an audit in accordance with section 476 of the Act.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
J D Pelczer
Director
Approved by the board on 28 February 2017
AGUA VIA LTD
Notes to the Accounts
for the year ended 31 December 2016
1 Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.
Turnover
The company had no turnover in the year
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
2 Intangible fixed assets £
Research & Development Expenditure
Cost
At 1 January 2016 420,657
At 31 December 2016 420,657
Amortisation
At 31 December 2016 -
Net book value
At 31 December 2016 420,657
At 31 December 2015 420,657
No further development expenditure was incurred during the year and the whole of the costs brought forward are carried forward with no provision for amortisation and not treated as a realised loss. The basis for this decision by the Directors is that the expenditure has been undertaken as part of an ongoing project with a reasonable expectation of specific commercial success and future benefits from the work. On these grounds it is the Directors' opinion that such expenditure should be deferred to be matched against future revenue.
3 Investments
Investments in
subsidiary
undertakings
£
Cost
Additions 8
At 31 December 2016 8
4 Debtors 2016 2015
£ £
Trade debtors 1,640 4,093
Other debtors 17,197 6,500
18,837 10,593
5 Creditors: amounts falling due within one year 2016 2015
£ £
Trade creditors 166,693 256,922
Other creditors 76,454 71,463
243,147 328,385
6 Creditors: amounts falling due after one year 2016 2015
£ £
Other creditors 363,032 354,532
7 Contingent liabilities
During the year ended December 31, 2015 the Board of Agua Via Ltd entered into an agreement with one of the company’s consultants to allot 757 ordinary shares in the company to be issued at par, payable by the consultant and a one time incentive payment of $75,000 where the agreement is contingent upon both the successful signing of a Water Supply Agreement and a successful closing of a $35M Bond facility leading to specified project revenues for the company . There is a contingent liability for the company in respect of the requirement to make a charge in the Profit & Loss Account in respect of the share premium attributable to those shares at the time they are to be issued. Since the value of the shares on that occasion is unknown at the present time no provision can be made in respect of this contingent charge.The allottment of these shares is subject to approval by existing shareholders. No provision in respect of these contingent proposals has been made in the accounts.
8 Related party transactions 2016 2015
Dr Edelstein and Ms G Pergamit
Directors and shareholders
Dr Edelstein and Ms Pergamit are the Managing Members of Covalent Industrial Technologies LLC (a company registered in California, USA) to whom Agua Via Ltd has sub-contracted the work on Research and Development. At the year end the company had incurred no further liabilities to CIT (2015 - £Nil) and CIT has confirmed that it recognises that the total outstanding sum at the end of the year of £101,696 ($127687) as adjusted for currency exchange rates (2015 £164,535 $217,955) included in trade creditors will only be due upon receipt by Agua Via Ltd of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital.
Amount due to Covalent Industrial Technologies LLC (101,696) (204,681)
Viscount Portman
Director and shareholder
The loans, previously obtained from Royal Bank of Scotland and supported by the personal guarantee of Viscount Portman a shareholder in Agua Via Ltd, were repaid by Viscount Portman on 17th March 2009. A deed of release was signed by Royal Bank of Scotland
The company signed a facility agreement with Viscount Portman dated 12th March 2009 in respect of the loan of £300,000, the principal term of which is that the loan only becomes repayable on the earlier of Agua Via Ltd receiving an equity investment of £5,000,000 or more or 12th March 2019. Viscount Portman holds a debenture creating a fixed and floating charge over the assets of the company. The loan carries interest which is to be capitalised and added to the principal.
Amount due to Viscount Portman (363,032) (354,532)
In addition Viscount Portman has advanced further funds to meet trading expenses of the company and he recognises that the total sum which is still outstanding at the date of this report will only be due upon receipt by the company of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital
Amount due to Viscount Portman (30,099) (26,849)
J D Pelczer
Director and shareholder
J D Pelczer has made loans to the company in prior years which have not yet been repaid. Mr Pelczer recognises that the total sum which is still outstanding at the date of this report will only be due upon receipt by the company of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital
Amount due is (9,775) (9,775)
Landara Ltd
Landara Ltd, a company controlled by J D Pelczer has paid expenses on behalf of the company. Landara Ltd recognises that the total sum which is still outstanding at the date of this report will only be due upon receipt by Agua Via Ltd of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital.
The amount due to Landara Ltd is (19,688) (19,031)
S K Howard
Director and shareholder
S K Howard has incurred further expenses on behalf of the company in the current year which have not been reimbursed at the year end and have been credited to his loan account. Mr Howard recognises that the total sum which is still outstanding at the date of this report will only be due upon receipt by the company of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital.
The amount due is (16,413) (16,288)
KMatrix Ltd
KMatrix Ltd a company controlled by S K Howard charged fees for consultancy services in 2009 totalling £46,000. The company recognises that the total sum which is still outstanding at the date of this report will only be due upon receipt by Agua Via Ltd of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital.
The amount due is (46,000) (46,000)
I B Blake Thomas
Director and shareholder
I B Blake Thomas is a director and minority shareholder of Brickleton Group Ltd which is also a member of Covalent Industrial Technologies LLC. He is also the managing Member of Blake Thomas & Co LLP a firm which provides accountancy and taxation services to the company. The firm has rendered accountancy & taxation fees for the years 2009 to 2014 which have not been paid in full. The firm recognises that the sum which is still outstanding in respect of those fees at the date of this report will only be due upon receipt by Agua Via Ltd of appropriate debt or equity funding which allows for implementation of our business plan with sufficient working capital.
The amount due is (10,600) (10,600)
9 Controlling party
The Company is controlled by the Directors by virtue of their shareholdings.
10 Other information
AGUA VIA LTD is a private company limited by shares and incorporated in England. Its registered office is at:
Bolebrook Wood Farm
Edenbridge Road,
Hartfield,
East Sussex, TN7 4JJ
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