Zion Capital Limited - Limited company accounts 20.1

REGISTERED NUMBER: 08836803 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 March 2020

for

Zion Capital Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Ms Q Wang

REGISTERED OFFICE:

Suite E, 18/F, 40 Bank Street

London

E14 5NR

REGISTERED NUMBER:

08836803 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

The director presents her report with the financial statements of the company for the year ended 31 March 2020.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2020.

DIRECTORS

Ms Q Wang has held office during the whole of the period from 1 April 2019 to the date of this report.

Other changes in directors holding office are as follows:

Mr D S J Wan - resigned 17 July 2019

GOING CONCERN

The director consider that the company has adequate resources to continue in operational existence for the foreseeable future based on the continuing support from its shareholders, notwithstanding the fact that the company has net assets of £567,178 as at 31 March 2020. The financial statements have been prepared assuming the company will continue as a going concern.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is 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, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Shinewing Wilson Accountancy Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms Q Wang - Director

3 August 2020

Opinion

We have audited the financial statements of Zion Capital Limited (the 'company') for the year ended 31 March 2020 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2020 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that the company incurred a net loss of £595,853 which includes impairment losses of £537,631 during the year ended 31 March 2020 and has net assets of £567,178. The company fully depends on its shareholders for support. As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern. For example, the terms on which the United Kingdom withdrawal from European Union and current COVID-19 situation, are not clear. It is difficult to evaluate all of the potential impacts on the company's trade.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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 a Report of the Auditors 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.

Julie Wilson (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

3 August 2020

TURNOVER

4

308,693

600,391

Cost of sales

3,500

-

GROSS PROFIT

305,193

600,391

Administrative expenses

901,046

909,514

OPERATING LOSS

6

(595,853

)

(309,123

)

Interest receivable and similar income

-

425

(595,853

)

(308,698

)

Interest payable and similar expenses

7

-

11

LOSS BEFORE TAXATION

(595,853

)

(308,709

)

Tax on loss

8

-

-

LOSS FOR THE FINANCIAL YEAR

(595,853

)

(308,709

)

LOSS FOR THE YEAR

(595,853

)

(308,709

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(595,853

)

(308,709

)

FIXED ASSETS

Tangible assets

9

1,837

3,203

Investments

10

-

545,164

1,837

548,367

CURRENT ASSETS

Debtors

11

696,185

875,864

Cash at bank

25,859

49,686

722,044

925,550

CREDITORS

Amounts falling due within one year

12

156,703

310,886

NET CURRENT ASSETS

565,341

614,664

TOTAL ASSETS LESS CURRENT LIABILITIES

567,178

1,163,031

CAPITAL AND RESERVES

Called up share capital

14

500,000

500,000

Share premium

600,000

600,000

Retained earnings

(532,822

)

63,031

SHAREHOLDERS' FUNDS

567,178

1,163,031

The financial statements were approved by the director and authorised for issue on 3 August 2020 and were signed by:

Ms Q Wang - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 April 2018

500,000

371,740

600,000

1,471,740

Changes in equity

Total comprehensive income

-

(308,709

)

-

(308,709

)

Balance at 31 March 2019

500,000

63,031

600,000

1,163,031

Changes in equity

Total comprehensive income

-

(595,853

)

-

(595,853

)

Balance at 31 March 2020

500,000

(532,822

)

600,000

567,178

1.	STATUTORY INFORMATION

Zion Capital Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been presented in Pounds Sterling and rounded to the nearest Pound.

Going concern

The financial statements have been prepared assuming that the company will continue as a going concern.

At the balance sheet date, the company incurred a net loss of £595,853 which includes impairment losses of £537,631 and has net assets of £567,178. However, the director consider that the company has adequate resources available in order to continue in operational existence for the foreseeable future based on the continuing support from its shareholders.

United Kingdom withdrawal from the European Union and the outbreak and continuing spread of the coronavirus (COVID-19) which are adversely affecting companies across all industries has no significant impact on this company during this period.

The financial statements do not include any adjustments that would result if the company would be unable to continue in operation.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

33% on reducing balance

Fixtures and fittings

-

20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Fixed assets investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future period where the revision affects both current and future periods.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.3.20

31.3.19

£

£

United Kingdom

108,693

106,466

Asia

200,000

493,925

308,693

600,391

5.	EMPLOYEES AND DIRECTORS

31.3.20

31.3.19

£

£

Wages and salaries

117,059

171,459

Social security costs

5,738

12,178

Other pension costs

2,290

2,483

125,087

186,120

The average number of employees during the year was as follows:

31.3.20

31.3.19

Directors

1

2

Sales and administration

4

4

5

6

31.3.20

31.3.19

£

£

Directors' remuneration

30,672

67,700

Directors' pension contributions to money purchase schemes

587

1,055

6.	OPERATING LOSS

The operating loss is stated after charging:

31.3.20

31.3.19

£

£

Other operating leases

127,752

88,584

Depreciation - owned assets

1,366

2,353

Loss on disposal of fixed assets

7,533

-

Auditors' remuneration

6,000

6,000

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.20

31.3.19

£

£

Interest paid on overdue tax

-

11

8.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2020 nor for the year ended 31 March 2019.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.20

31.3.19

£

£

Loss before tax

(595,853

)

(308,709

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2019 - 19%)

(113,212

)

(58,655

)

Effects of:

Expenses not deductible for tax purposes

42

359

Depreciation in excess of capital allowances

-

448

Group relief not paid for

4,540

(38,966

)

Deferred tax assets not recognised

4,789

-

Impairment on fixed assets investment

103,841

96,814

Total tax charge

-

-

9.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

and

property

fittings

Totals

£

£

£

COST

At 1 April 2019

and 31 March 2020

12,994

6,746

19,740

DEPRECIATION

At 1 April 2019

10,405

6,132

16,537

Charge for year

854

512

1,366

At 31 March 2020

11,259

6,644

17,903

NET BOOK VALUE

At 31 March 2020

1,735

102

1,837

At 31 March 2019

2,589

614

3,203

10.	FIXED ASSET INVESTMENTS

Other

fixed

Investments

asset

in

investments

subsidiaries

Totals

£

£

£

COST

At 1 April 2019

25,000

1,029,714

1,054,714

Disposals

-

(229,714

)

(229,714

)

At 31 March 2020

25,000

800,000

825,000

PROVISIONS

At 1 April 2019

-

509,550

509,550

Eliminated on disposal

-

(229,714

)

(229,714

)

Impairments

25,000

520,164

545,164

At 31 March 2020

25,000

800,000

825,000

NET BOOK VALUE

At 31 March 2020

-

-

-

At 31 March 2019

25,000

520,164

545,164

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Share Capital Limited

Registered office: England and Wales

Nature of business: P2P lending and crowdfunding

%

Class of shares:

holding

Ordinary shares

100.00

Share Credit Tech Limited

Registered office: England and Wales

Nature of business: Developing and maintaining P2P platform

%

Class of shares:

holding

Ordinary shares

100.00

The entire shareholding has been transferred to the Director, Qian Wang on 16 October 2019.

Volpit Limited

Registered office: England and Wales

Nature of business: Financial services support

%

Class of shares:

holding

Ordinary shares

100.00

The entire shareholding has been transferred to the Director, Qian Wang on 23 December 2019.

Share Credit Holding Limited

Registered office: England and Wales

Nature of business: Holding company

%

Class of shares:

holding

Ordinary shares

100.00

This company has been dissolved on 20 August 2019 at Companies House.

Share Credit Limited has been fully impaired during the year due to the disposal of the entire shareholding of Share Credit Investment Limited and Share Credit Securities Limited to the Director, Qian Wang. No investment was retained in Share Credit Limited.

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.20

31.3.19

£

£

Amounts owed by group undertakings

71,913

793,163

Other debtors

610,896

65,982

VAT

9,260

4,695

Prepayments

4,116

12,024

696,185

875,864

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.20

31.3.19

£

£

Trade creditors

7,125

-

Social security and other taxes

1,873

9,421

Other creditors

133,474

254,552

Directors' current accounts

-

33,313

Accrued expenses

14,231

13,600

156,703

310,886

13.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.3.20

31.3.19

£

£

Within one year

109,835

109,835

Between one and five years

266,011

376,147

375,846

485,982

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.20

31.3.19

value:

£

£

500,000,000

Ordinary

£0.0001

500,000

500,000

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group

16.	ULTIMATE CONTROLLING PARTY

The controlling party is Ms Q Wang.