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VOSCON INC.

Certified Public Accountants

BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

AUDITORS’ REPORT AND FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010
CONTENTS PAGE

GENERAL INFORMATION 1

BOARD OF DIRECTORS’ REPORT 2

AUDITORS’ REPORT 4

STATEMENT OF INCOME & EXPENSES 5

BALANCE SHEET 6

STATEMENT OF CHANGES IN EQUITY 7

STATEMENT OF CASH FLOWS 8

NOTES TO THE FINANCIAL STATEMENTS 9


BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

GENERAL INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2010

BOARD OF DIRECTORS: Xavier Giboin


Donald J. Durand
James J. Steele

REGISTERED OFFICE: Buchanan House


Tubman Boulevard
19th Street Sinkor

AUDITORS: VOSCON Inc.


(Certified Public Accountants)
FedEx Plaza, 80 Broad Street
Monrovia

BANKERS: International Bank Liberia Limited (IBLL)


Global Bank Liberia Limited (GBLL)
Ecobank Liberia Limited (EBLL)

LEGAL COUNSEL: Sherman & Sherman


Suite 203, KLM Building
56 Broad Street
P O Box 474
Monrovia, Liberia

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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

BOARD OF DIRECTORS’ REPORT


FOR THE YEAR ENDED DECEMBER 31, 2010

The board of directors presents their report and audited financial statements for the year
ended December 31, 2010.

Board of Directors’ responsibility statement


The Company’s directors are responsible for the preparation and fair presentation of the
financial statements, comprising the balance sheet as at December 31, 2010, the statement of
income and expenses, the statement of changes in equity and statement of cash flows for the
period then ended, and the notes to the financial statements. The notes to the financial
statements include a summary of significant accounting policies and other explanatory notes,
and the report of the board of directors in accordance with International Financial Reporting
Standards (IFRS), and in the manner required by the Association’s Law Title 5 of the
Liberian Code of Laws Revised.

The directors’ responsibility includes: designing, implementing and maintaining internal


controls relevant to the preparation and fair presentation of these financial statements that are
free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.

The board of directors’ responsibility also includes maintaining adequate accounting records
and an effective system of risk Board of Directors.

The directors have made an assessment of the company’s ability to continue as a going
concern and have no reason to believe the business will not be a going concern in the years
ahead.

Principal activities
The principal activities of the company are to render administrative, financial, economic and
managerial services; and to rehabilitate ports and salvage ships.

Results
The results for the periods and the state of the Company’s affairs are shown in the attached
financial statements.

Approval of the financial statements


The financial statements were approved by the board of directors on ……………, 2010.

Going concern
The financial statements have been prepared on the going concern basis of accounting which
assumes that the company will and can continue to exist as a going concern and that the
assets will be realized in the normal course of the company’s business for at least the values
contained in the financial statements. The company will continue to meet its obligations for
its liabilities in the normal conduct of its business.
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)
BOARD OF DIRECTORS’ REPORT (continued)
FOR THE YEAR ENDED DECEMBER 31, 2010

Board of Directors
The members of the board that acted during the period are listed on page 1.

Auditors
The auditors, VOSCON Inc. has expressed their willingness to continue in office.

By Order of the Board of Directors

…………………………….
Director

…………………………….
Director

…………………………….
Director
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Box 10 - 0011
1000 Monrovia 10, Liberia
Telefax: (231) 226 707
Certified Public Accountants FedEx Plaza Cell: +231 6 514 965
Business Solutions Consultants 3rd Floor Email: vosconliberia@vosconafrica.com
80 Broad Street, Monrovia Website: vosconafrica.Com

VOSCON INC.
AUDITORS’ REPORT

Independent auditors’ report to the shareholders of


Buchanan Renewable Energies (Liberia), Inc. (BR Inc.)
We have audited the accompanying balance sheet of Buchanan Renewable Energies
(Liberia), Inc. (BR Inc.) as at December 31, 2010, and the related statements of income &
expenses, changes in equity, and cash flows for year then ended. These financial statements
are prepared in accordance with the accounting polices set out on pages 9 to 14.

Directors Responsibility for the Financial Statements


The company’s directors are responsible for the preparation and fair presentation of these
financial statements in accordance with International Financial Reporting Standards and in
the manner required by the Association’s Law Title 5 of the Liberian Code of Laws Revised.
Auditors’ Responsibility for the Financial Statements

Our responsibility is to express an opinion on these financial statements based


on our audit. We conducted our audit in accordance with International Standards
on Auditing Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the
financial statements are free from material misstatement
We conducted our audit in accordance with International Standards on Auditing (ISA). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements and accompanying notes are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

Opinion
In our opinion, the financial statements referred to above give a true and fair view of the
financial positions of Buchanan Renewable Energies (Liberia), Inc. (BR Inc.) as at December
31, 2010, and of the results of its operations and its cash flows for the year then ended
December 31, 2010, and are in accordance with International Financial Reporting Standards
(IFRS) and the manner required by the Association’s Law Title 5 of the Liberian Code of
Laws Revised.

(Certified Public Accountants)


September 25, 2010
Monrovia
______________________________________________________________
• Vincent O. Sackeyfio, CA. • George K. K. Founderson, CPA • Theo. Dekonty Joseph, CPA
A MEMBER FIRM OF VOSCON INTERNATIONAL SERVICES

BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)


STATEMENTS OF INCOME AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2010

For Eight
Year Ended Months
In United States dollars Note 12/31/09 12/31/08
INCOME
Revenue 5 1,810,275 468,529
Total revenues 1,810,275 468,529

EXPENSES
Office & Administrative expenses 6 (3,391,644) (1,187,713)
Production costs 7 (537,669) -
Finance costs 8 (235,294) (15,507)
Depreciation expense 9 (416,428) (861)
Total expenses (4,581,034) (1,204,081)

Loss before tax (2,770,759) (735,552)

Corporate tax 16 - -

Net loss for the period (2,770,759) (735,552)

The notes on pages 9 to 17 are an integral part of these financial statements


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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)


BALANCE SHEETS
AS AT DECEMBER 31, 2010
For Eight
Year Ended Months
In United States dollars Note 12/31/09 12/31/08
ASSETS
Non-current assets
Fixed assets (net) 9 4,756,465 1,355,772
Prepaid leases 104,868 94,525
Total non-current assets 4,861,333 1,450,297

Current assets
Intercompany receivables 10 3,609,890 501,889
Receivables & prepayments 11 127,510 541,813
Cash & bank balances 12 128,361 1,000
Total current assets 3,865,761 1,044,702

Total assets 8,727,094 2,494,999

LIABILITIES AND EQUITY


Equity
Share capital 50 50
Additional capital 9,419 9,419
Retained earnings (3,507,105) (735,552)
Total equity (3,497,636) (726,083)

Non-current liabilities
Inter-company loan payables 13 10,510,000 1,500,000
Total non-current liabilities 10,510,000 1,500,000

Current liabilities
Intercompany payables 14 813,466 1,658,407
Payables & accruals 15 901,264 62,675
Total current liabilities 1,714,730 1,721,083

Total liabilities and equity 8,727,094 2,494,999

The financial statements set on pages 5 to 8 were approved by the Board of Management on
__________ 2010 and were signed on their behalf by:

_________________ ____________________
Don Durand Ethel Knuckles
Director Financial Controller

The notes on pages 9 to 17 are an integral part of these financial statements.


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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED DECEMBER 31, 2010

Share Additional Retained


Capital Capital Earnings Total

Addition / changes in equity 50 9,419 - 9,469

Loss for the period - - (736,346) (736,346)

Balance at 31 December 2008 50 9,419 (736,346) (726,083)

Balance at 1 January 2010 50 9,419 (736,346) (726,083)

Addition / changes in equity - - - -

Loss for the period - - (2,770,759) (2,770,759)

Balance at 31 December 2010 50 9,419 (3,507,105) (3,497,636)

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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

STATEMENTS OF CASH FLOWS


FOR THE YEAR ENDED DECEMBER 31, 2010

For Eight
Year Ended Months
In United States dollars 12/31/09 12/31/08

Cash flows from operating activities


Deficit for the period (2,788,161) (735,552)
Adjustment to reconcile deficit with cash
Provided from operations:
Depreciation 416,428 861
F.A. Adj. & Reclassification (Net) 1,010 -
Total adjustments 417,438 861

Net (Loss)/income before changes in working capital (2,353,321) (734,691)


Changes in assets and liabilities:
Prior Year Adjustment (794) -
Prepaid leases (10,343) (94,525)
Receivable & prepayments 414,303 (541,813)
Intercompany receivables (3,108,001) (501,889)
Payables & accruals 838,589 62,675
Intercompany payable (844,941) 1,658,407
Net changes in working capital (2,711,187) 1,052,085
Total cash used in operating activities (5,064,508) (151,836)

Cash flows from investing activities:


Purchase of fixed assets (3,818,131) (1,356,633)
Total cash used in investing activities (3,818,131) (1,356,633)

Cash flows from financing activities:


Share capital - 50
Capital surplus - 9,419
Inter-company loan 9,010,000 1,500,000
Net cash flows from financing activities 9,010,000 1,509,469

Net increase in cash and cash equivalents 127,361 1,000

Cash and cash equivalents at the beginning of the year 1,000 -

Cash and cash equivalents at the end of the year 128,361 1,000

The notes on pages 9 to 17 are an integral part of these financial statements


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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

1. Reporting entity

Buchanan Renewables Inc. (the “Company”) is a company domiciled in Liberia. It


was initially incorporated as Buchanan Renewables Energies (Liberia) Inc. on May
28, 2007 in Monrovia, and then amended on August 26, 2008. The address of the
Company’s registered office is Buchanan House, Tubman Boulevard, Congo Town,
Monrovia.

The financial statements of the Company as at and For the year ended December 31,
2010 comprise those of the Company alone. The company renders administrative,
financial, economic and managerial services; and also rehabilitates ports and
salvages ships.

2. Basis of preparation

(a) Basis of presentation of the financial statement

These financial statements have been prepared in accordance with International


Financial Reporting Standards (IFRS) and Generally Accepted Accounting
Principles (GAAP).

(b) Basis of measurement


The financial statements have been prepared on the historical cost basis.

(c) Functional and reporting currency

Items included in the financial statements are measured using the currency of the
primary economic environment in which the company operates (the Source and
Functional currency). The financial statements are presented in United States
Dollars, which is the company’s functional and reporting currency.

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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

Basis of preparation (continued)

(d) Use of estimates and judgments

The preparation of financial statements requires management to make judgments,


estimates and assumptions that affect the applications of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates.

Estimates and underlying assumptions are reviewed on an on going basis.


Revisions to accounting estimates are recognized in the period in which the estimate
is revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and


critical judgments in applying accounting policies that have the most significant
effect on the amount recognized in the financial statements are described in the
following notes:

Notes 3(b) (iii) Depreciation


Notes 3(d) Provisions

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods
presented in these financial statements.

(a) Foreign currency transactions


Transactions in foreign currencies are translated to the respective functional
currency of the company at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting
date are retranslated to the functional currency at the exchange rate at that date.

(b) Fixed assets (operating assets)

(i) Recognition and measurement

Items of operating assets are measured at cost less accumulated depreciation


and impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of


the assets. The cost of self constructed assets includes the cost of materials
and direct labor, any other costs directly attributable to bringing the assets to
a working condition for its intended use, and the cost of dismantling and
removing the items and restoring the site on which they are located.
Purchased software that is integral to the functionality of the related
equipment is capitalized as part of that equipment.
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

Significant accounting policies (continued)

When parts of an item of fixed assets have different useful lives, they are
accounted for as separate items (major components) of fixed assets.

(ii) Subsequent costs


The cost of replacing part of an item of fixed assets is recognized in the
carrying amount of the item if it is probable that the future economic
benefits embodied within that part will flow to the company and its cost can
be measured reliably. The cost of the day-to-day servicing of fixed assets is
recognized in profit or loss as incurred.

(iii) Depreciation
Depreciation is recognized in profit or loss on a straight line basis over the
estimated useful lives of each part of an item of fixed assets. Leasehold
improvements are amortized over the life of the improvement or the life of
the lease, whichever is shorter. Land is not depreciated.

The estimated useful lives of the assets for the period are as follows:

Assets Useful Life


Office equipment 5 years
Housing furniture 5 years
Production equipment 8 years
Tools 5 years

(iv) Disposals
Gains or losses on the disposal or scrapping of fixed assets are determined as
the difference between the sales price less the cost of dismantling selling and
re-establishing the assets and the carrying amount. Any gains or losses are
recognized in the income statement as other operating income or external
expenses respectively.

(c) Financial instruments


Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables,


cash and cash equivalents, loans and borrowings and trade and other
payables.
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

Significant accounting policies (continued)

Non-derivative financial instruments are recognized initially at fair value


plus, for instruments not at fair value, through profit or loss, any directly
attributable transaction costs, except as described below. Subsequent to
initial recognition, non-derivative financial instruments are measured as
described below.

A financial instrument is recognized if the company becomes a party to the


contractual provisions of the instrument. Financial assets are derecognized
if the company’s contractual rights to the cash flows from the financial
assets expire or if the company transfers the financial asset to another party
without retaining control or substantially all risks and rewards of the asset.

Cash and cash equivalents comprise cash balances and call deposit.

Bank overdrafts that are repayable on demand and form an integral part of
the company’s cash management are included as a component of cash and
cash equivalents for the purpose of the cash flows statement.

Accounting for finance expenses is discussed in note 3(e).

Other non-derivative financial instruments are measured at amortized cost


using the effective interest method, less any impairment losses.

Derivative financial instruments

The company does not hold derivative financial instruments to hedge its
foreign currency and interest rate risk exposures.

(d) Provisions
Provisions for legal claims are recognized when the company has a present legal
or constructive obligation as a result of past events; and it is more likely than not
that an outflow of resources will be required to settle the obligation; and the
amount has been reliably estimated. Provisions are not recognized for future
operating losses.

Where there are a number of similar obligations, the likelihood that an outflow
will be required in settlement is determined by considering the class of obligations
as a whole. A provision is recognized even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

Significant accounting policies (continued)

(e) Finance expenses


Finance expenses comprise mainly bank charges and commission recognized in
the income statement.

(f) Office & Administrative expenses


Administrative expenses comprise expenses relating to administrative staff and
management, including office expenses, salaries and depreciation as well as other
indirect costs.

(g) Borrowings
Borrowings are recognized initially at fair value, being the proceeds net of
transaction costs incurred. If the amount borrowed is denominated in United
States Dollars which is the company’s functional and reporting currency, it is
maintained at the initial amount recorded, less any repayments made as at the
reporting date. If the amount is denominated in a currency other than the reporting
currency of the company, it is revaluated and adjusted though the income
statement at each reporting date.

Borrowings are classified as current liabilities unless when the company has an
unconditional right to defer settlement of the liability for at least 12 months after
the balance sheet date.

(h) Employee benefits


Pension obligations

The company operates a defined contribution scheme. The scheme is generally


funded through payments to the National Social Security and Welfare Corporation
(NASSCORP). A defined contribution is a pension plan under which the
company pays fixed contribution into the separate entity.

The company has no legal or constructive obligations to pay further contribution if


the fund does not hold sufficient assets to pay all employees the benefit relating to
employees service in the current and prior period. The company also has no
further payment obligations once the contributions have been paid. The
contributions are recognized as employee benefit expense when they are due.

(i) Revenue
Revenue is recognized after management services rendered have been invoiced to
the entity which benefited from services.
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

4. Financial risk factors


The company’s activities expose it to a variety of financial risks, including:

(a) Liquidity risk


Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities, and the availability of funding through an adequate amount of
committed credit facilities. The company manages this risk by maintaining
sufficient cash, and investing any excess cash over its anticipated requirements.

For Eight
Year Ended Months
12/31/09 12/31/08
5. Finance cost
In United States dollar
Management fees 1,810,275 468,529
1,810,275 468,529

6. Office & administrative expenses


In United States dollars
Personnel cost 1,044,504 509,039
Other personnel cost 8,210 16,356
Advertising & public relations 36,858 7,375
Auto repairs & maintenance 90,134 2,297
Occupancy expenses 249,755 82,859
Computer & internet expenses 10,992 2,375
Donations - 60,000
Network Cable/DSTV - 8,840
Fuel expenses 223,724 67,750
Management fees 807,335 -
Office supplies 20,475 18,039
Postage 635 5,598
Telephone & communications 100,860 44,164
Car rental 7,832 1,388
Professional fees 216,695 152,709
Consultant fees 88,393 -
Licenses& permit 58,690 31,016
Medical & insurance expenses 166,538 5,376
Shipping expenses 761 8,543
Travel & entertainment 245,168 157,780
Miscellaneous expenses 19,523 6,209
3,391,644 1,187,713
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

For Eight
Year Ended Months
12/31/09 12/31/08
7. Production cost
In United States dollar
Personnel cost 224,688 -
Spare parts 70,765 -
Fuel expenses 84,878 -
Supplies 48,412 -
Repairs & maintenance 5,438 -
Travel cost 82,504 -
Miscellaneous expense 984 -
537,669 -

8. Finance cost
In United States dollar
Bank charges & fees 32,580 13,892
Interest expense BR BV 190,349 -
Interest expense 12,365 1,615
235,294 15,507

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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE PERIOD ENDED DECEMBER 31, 2010
9. Fixed assets
Office & Compt.Mot Production & Housing Leasehold
In United States dollars Equipment Tools Equipment Furniture Improvement Vehicle Boats Total

Cost:
Jan. 1, 2010 5,755 1,347,170 1,000 2,708 - - 1,356,633

Additions 11,784 2,850,880 11,362 17,227 111,706 815,175 3,818,131

Adj. /Reclassification (1,165) - - - - - (1,165)

December 31, 2010 16,374 4,198,050 12,362 19,935 111,706 815,175 5,173,599
1,356,633

Depreciation:
Jan. 1, 2010 552 - 83 226 - - 861

Current charge 3,075 396,637 1,056 4,085 11,575 - 416,428

Adj. /Reclassification/Write-Off (54) - - (101) - - (155)

,December 31, 2010 3,573 396,637 1,139 4,210 11,575 - 417,134

Carrying amount:
December 31, 2010 12,801 3,801,413 11,223 15,725 100,131 815,175 4,756,465

December 31, 2008 5,203 1,347,170 917 2,482 - - 1,355,772

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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

For Eight
Year Ended Months
12/31/09 12/31/08
10. Intercompany receivables

Receivable from BR Technical Service 651,280 374,935


Receivable from BR Fuel 2,039,121 126,954
Receivable from BR Port Project. 111,682 -
Receivable from BR Power 807,807 -
3,609,890 501,889

11. Receivables & prepayments


In United States dollars
Accrued receivable - 468,529
Shareholder’s receivable 50 50
Loan receivable 50,000 50,000
Supplier Advance 45,988 -
Employees’ Receivable 31,472 -
Prepayments - 23,234
127,510 541,813

12. Cash & bank balances


In United States dollars
Cash on hand 3,742 -
Cash at bank 124,619 1,000
128,361 1,000

13. Intercompany loan payables


In United States Dollar
Loan payable to BRBV 10,510,000 1,500,000
10,510,000 1,500,000

14. Intercompany payables


In United States Dollar
Loan Payable to BRBV - 1,415,272
Payable to BRBV Inte 161,797 -
Payable to BRBV 878 -
Payable to BR Power 12,260 -
Payable to Technical Service 436,963 170,091
Payable to Mgmt. Service 111,682 -
Payable to Fuel 89,887 73,044
813,466 1,658,407
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BUCHANAN RENEWABLE ENERGIES (LIBERIA), INC. (BR INC.)

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED DECEMBER 31, 2010

For Eight
Year Ended Months
12/31/09 12/31/08
15. Payables & accruals
In United States dollars
Withheld taxes payable to GOL 160,774 14,095
Payable to GOL - 2,030
Overdraft - 18,451
Accrued Payables 120,361 -
3rd Party Payables 16,210 -
Accounts payable 603,919 28,099
901,264 62,675

16. Corporate Tax


Currently, the Company is experiencing loss. The Revenue Code of 2000 of Liberia provides for
a company to carry losses forward for a period of five (5) years.

17. Contingent Liability


There exists a pending litigation between J. Erastus Diggs et. al. and Buchanan Renewable in
which the Hearing Officer rule against BR to the effect that the Union be paid US$10,366.00.
BR file a Petition for Judicial Review before the National Labor Court. This Petition for
Judicial Review is pending as at December 31, 2010.

18. Capital Commitment


There were no major commitments to Capital Expenditure at December 31, 2010.
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