ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) Files An 8-K Completion of Acquisition or Disposition of Assets

ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01. Completion of Acquisition or Disposition of Assets.

The Merger

The Merger was consummated on February 8, 2017. In consideration
for the Merger, the Zeecol shareholders exchanged all of the
issued and outstanding shares of Zeecol to the Company, and the
Company issued 116,561,667 shares of Company common stock, par
value $0.001 (Common Stock) to the Zeecol Shareholders.

As a condition to closing the Merger, Kwok Leung Lee (Mr. Lee),
the previous majority shareholder and previous Chief Executive
Officer of the Company agreed to return 20,120,000 of his shares
of Common Stock, representing all of his Common Stock holdings,
to the Company.

Business

The Business of Zeecol

Business Overview

Zeecols goal is to provide environmentally low-impact farming
integration solutions. Zeecols plan is to incorporate proven
farming technology with its own proprietary processes to
eliminate the carbon foot-print of its client dairy farmers in
New Zealand, while substantially reducing its clients operating
costs and easing their regulatory scrutiny. Zeecol intends to
advance the New Zealand dairy industry, using best practices for
sustainable dairy farming, bringing it in line with or ahead of
the worlds industry standard in terms of reducing environmental
impact. The concept of Zero Impact Farming involves converting
environmentally harmful pollutants into valuable commodities for
the farm, as well as for the Zeecol supply chain. Dairy farms
purchase five main categories of commodities: water, feed, fuel,
fertilizer and electricity. Zeecol will purchase and/or build
equipment enabling it to supply the farmer with all of these
commodities.

The primary Zeecol system will take low value products derived
from animals, including all waste streams on a dairy farm or feed
lot, and efficiently produce/convert these low value products
into high value products such as energy and animal feed that are
to be sold back to the farmer on long term contracts. The
objective is to reduce both environmental costs and dollar costs
of farming.

The process will utilize an anaerobic digester that makes waste
suitable for use by plants, and a photo bioreactor that supports
colonies of highly efficient single celled plants called micro
algae. The cows and other farm animals will essentially feed the
digester, and the digester will feed the photo bioreactor.
Finally, the photo bioreactor will feed the cows and farm animals
completing the closed cycle. Throughout the process, we
anticipate that fuel, electricity and fertilizer will be produced
as saleable byproducts. In this way, the Zeecol system hopes to
eliminates all waste while supercharging what happens naturally.

Our goal is to purchase waste treatment equipment at wholesale
prices utilizing company resources, and then resell the equipment
products at a profit while maintaining long-term relationships
with our client farmers.

At the current time, we do not have sufficient capital to fully
exploit the opportunities available, and will look to raise
significant additional capital in the future.


New Zealand Environmental Regulations

The Environmental Protection Authority (or, the NZ EPA) is a
government agency and environmental regulator in New Zealand. See
http://www.epa.govt.nz.

The NZ EPA began operations in July of 2011 under its own Act
called the Environmental Protection Authority Act 2011. The Act
requires the NZ EPA to contribute to the effective and
transparent management of New Zealands environment and natural
and physical resources. The NZ EPA has multiple responsibilities,
functions, duties and powers under six other Acts.

The NZ EPA authorized the installation of 800 water sampling
stations across the nation and created a unified water pollution
model. This resulted in a computer based regulatory model that
gave estimates of how much pollution was entering the water ways,
lakes and streams of New Zealand. In New Zealand, farms must
attain consents from their Regional Councils to obtain operating
permits. Those Councils must comply with Parliamentary rules to
obtain the rates (property taxes) paid in their region.
Compliance with the computer program limits became part of that
process in 2011. The process is as follows;

(1) The computer model indicates your business (farm) is a source
of offending water pollution;
(2) You are given notice that sampling equipment may be set up at
your place of business;
(3) Information is gathered;
(4) It is interpreted by the model;
(5) Environmental authorities issue guidelines for your business
(farm);
(6) In cases where the business is of long-standing with no
immediate environmental harm, a reduction plan of action may
be accepted in lieu of action; For dairy farms this usually
involves a stock reduction i.e. a reduction in numbers of
animals per hectare.

Failure to follow NZ EPA recommendations means that farmers will
not obtain their consents to operate their farm. Without consent
to operate it is impossible to maintain a credit line for the
operation or maintain a contract for the production and sale of
milk to buyers.

Zeecols model is to be paid to take an option (the Option) to
possess all of a farms waste and waste treatment systems existing
on these farms giving it legal authority to deal with the
environmental and regulatory agencies. Zeecol approaches
regulators and submits a plan to process waste into feed fuel
fertilizer and electricity that are sold on the farm and asks for
a five year period to construct the facility. Once environmental
approvals have been attained, Zeecol then approaches the local
and Regional councils for their approvals and building permits.
This is usually done as a variation on an existing waste
treatment system (i.e. replacing a clay lined manure pond with a
series of closed steel tanks). Once these are approved, Zeecol
signs an off-take contract with the farm. If approvals are not
forthcoming the Option expires and the problems return to the
farm.


Addressing a Growing Problem in New Zealand

To comply with the NZ EPA, dairy farms are required to
demonstrate their ability to meet specific quality standards.
Under these new standards and regulations, the present method of
dairy farming in New Zealand is viable for only a small number of
farms. Most farms will either be forced to reduce their herd size
to be compliant, or pay for expensive barns and equipment and
manage their farms more profitably. According to a 2015 DairyNZ
study of the distribution of Dairy Debt in New Zealand, 3,800 of
New Zealands 11,000 dairy farms are losing money and over half
are under severe financial stress. The number of dairy cows
dropped from 6.4 million in 2011 to 5.0 million at the time of
the report.

Management believes a trend is forming where New Zealand farm
assets will likely be acquired by overseas agricultural
enterprises and the operation of these highly efficient corporate
facilities will place continuing financial pressure on the
remaining New Zealand farm families.

In recent years, New Zealand farmers have been vulnerable to
these large agricultural enterprises, broadly referred to as
Agribusiness, taking over unprofitable, distressed or
non-compliant farms. Zeecol intends to give New Zealand farmers
an alternative: the opportunity to continue owning and operating
their farms at a greater profit with the use of Zeecols anaerobic
digesters, providing farmers with the use and benefit of
otherwise prohibitively costly and complex equipment. Zeecols
Build Own Operate (or BOO) approach works with quality farm
owners, permitting them to retain ownership of their farms while
generating greater value and earning more per cow than the
farmers did before, while simultaneously reducing their pollution
and operating costs.

Lowering the cost of milk production, increasing farm profits,
expanding the size of New Zealands dairy exports, while
substantially reducing dairys impact on the environment, all have
far reaching consequences beyond Zeecols bottom line.

Proposed Design of Zeecol Digester


Discussion of Zeecols Farm Waste Treatment
Process

Zeecol considers manure from cows to be a renewable national
resource, and the costs of processing of this manure into useful
fuels and feed will be covered by other farm generated
commodities.

Our plan:

Nitrates from manure that foul the water supply can be
efficiently converted to proteins.

Phosphorus, potassium and other micronutrients that
normally leak into the water from waste can be converted to
bioavailable forms and be applied to the soil in ways that
dont cause water pollution. Fats, oils and greases produced
on the farm can be converted to clean burning methane that
will be used to run tractors and generators.

Electricity produced in generators will be used to run
milking machines and refrigerate milk before its picked up by
the buyers.

Carbon dioxide produced in the digesters and by the
generator will be absorbed by waste water and used by algae
to grow feed while cleaning the water.

Virtually all components in our process are recycled in a highly
sustainable way, and sold back to the farmer per the off-take
agreements.

Financing Model for Zeecol

In the Zeecol financing model, farmers establish:

1. Rights to the underlying asset, wherein a property lease is
provided in favor of Zeecol giving ownership of farm waste
products and land;
2. A scientific case is made with supporting reports indicating
that usable feed fuel and fertilizer are components that can
be extracted or derived, as well as electricity from the
waste;
3. An economic case is made with qualified vendors giving firm
price quotes to recover those values;
4. A legal/political case is made by:
a) environmental authorities agreeing to the remediation plan
for equipment; and
b) local councils providing permits for construction and
operation of the facilities.
5. Buyers enter into off take contracts indicating commitment to
purchase if feed fuel fertilizer and electricity meets their
specifications;
6. Farm projects are then financed.


Onboarding Farms

Our sales team, led by our CEO, William Mook, conducts the
following to bring on new farm clients:

The process begins with an interview of the farmer and review
of his or her needs.
Once the Company assesses the farmers needs, the Company
enters into a letter of intent and collects a participation
fee of approximately $300 per animal.
Zeecol then develops a detailed plan for the farm obtaining
expected yields from experts in the field, and firm price
quotes from qualified vendors (the Plan).

The Company presents the Plan to the environmental
authorities and get approval, which, if approved, can
provide immediate and significant regulatory relief to the
farmer.

The Company then seeks construction permits from local city
councils.
Finally, the farmers execute an off-take contract to buy
products made from waste, and zeecol collects fees on farm
product sales.

Zeecol has completed this process with five farms and collected
for 10,800 cows across those farms. These are not the number of
cows these farms have today, rather, it is the number of cows
they will be permitted to operate following construction of the
Zeecol facilities on those farms. Presently, these farms have
6,200 cows, or an average of 1,240 cows per farm. At the present
time, no Zeecol facilities are constructed.

IP Agreement with William Mook

In May 2017, we entered into an IP license agreement (the
Agreement) with our CEO and largest shareholder, William Mook. to
the Agreement, Mr. Mook granted to the Company the exclusive
license (the Exclusive License) to the intellectual property
rights of the method and substance of the Products. The Products
are defined as products developed by Mr. Mook relating to the
treatment of animal waste. Mr. Mook cannot sell the Products to
any other person or enter into arrangements other than those
contemplated by the Agreement to commercialize the Products in
New Zealand. to the Agreement, the Company will pay to Mr. Mook
the sum of NZ$100,000 per year, or such larger amounts as are
agreed to in advance for the second and subsequent years, payable
in quarterly installments. The Company will also owe to Mr. Mook
an 8% royalty in perpetuity for the net sales of any Products.
Additionally, one third of the proceeds that the Company receives
for the grant of any sub-license to third parties shall be payed
immediately to Mr. Mook as well as 20% of all royalties payable
by any sub-licensee to the Company. Additionally, the Company
will pay to Mr. Mook a to be negotiated product fee immediately
upon the Company producing a Product. The term of the Agreement
is for a period of 20 years, unless terminated earlier by the
mutual agreement of the parties or terminated within 24 months of
the date of the Agreement if the Company is unable to raise
additional capital in an amount equal to or in excess of
NZ$5,000,000, of which none has been raised to date.
Additionally, the Company may cancel the Agreement at any time
upon two months notice. The Agreement may also be terminated by
an event of breach, which includes the event in which 51% or more
of the shareholding of the Company changes from the date of the
Agreement.

The Market and Target Customers

Livestock numbers come from the Agricultural Production Census
(APS) and Agricultural Production Survey conducted by Stats NZ
with the Ministry for Primary Industries.

New Zealand is one of the largest dairy exporters in the
world. Dairy is one of the largest asset classes in New Zealand
and represents a significant fraction of the New Zealand economy.
There are 4.2 million dairy milking cows in New Zealand, and 5.26
million dairy cattle in total an increase from 3 million in 1982.
As of 2016, there are 12,786 dairy farms, with a total area of
2.1 million hectares.

In 2016, New Zealand was the worlds eighth largest milk
producer, with about 2.2% of world production. Total production
was 2.33 billion kg of milk solids, and NZ$8.38 billion of dairy
products were exported.

New Zealand formally recognizes livestock and in particular
the dairy industry as a leading contributor of that countries
greenhouse gasses (methane and CO2) in their Cap and Trade
program. Zeecol has delivered a government accepted management
plan that recycles methane and CO2 produced from dairies into
fuel, power, feed and fertilizer.

New Zealand has implemented a policy for water quality and
sewage runoff wherein individual farms must submit and be
approved on their management plan and/or face a reduced stocking
rate or shut down. Farmers do have a time-frame of 20 years to
comply with clean water legislation. This is negotiated with
regulators on a case by case basis and involves obtaining
consents from local and regional councils to operate. Zeecol has
sought and attained approvals for five years among its client
base.

1
http://www.stats.govt.nz/browse_for_stats/environment/environmental-reporting-series/environmental-indicators/Home/Land/livestock-numbers.aspx


Zeecol has submitted and received approval from the
government for certain of its farms that it has signed 20 year
off take contracts with. Certain of our farms have approved plans
for Zeecols system and have received consents from local and
regional councils to operate under the relevant acts.

Below is a profile of our target customers:

Our target customer is any successful farm owner who has a
decade or more of profitable operation yet is having trouble
maintaining its intensive feeding program and current stocking
rate and herd size. We are looking at dairy operators located in
New Zealand willing to place waste treatment equipment on their
land and supply waste at little or no cost and in return purchase
products on a long-term supply contract from Zeecol:

Operators wanting to increase stocking rates.
Operators needing to reduce costs of inputs.
Operators requiring a sewage management plan or face shut
down.
Operators having a minimum 10 year track record of
operations.

Competition

Direct Purchase of Equipment

Vendors who seek a direct purchase of their equipment who
sell only individual items and provide only a single
component that the buyer needs. Vendors are looking for
clients to purchase equipment for cash and then asking the
farm to manage and maintain the equipment to realize
profitable production of commodities.
Vendors who seek direct purchase of equipment are generally
looking for a large margin.
Typically equipment sellers will focus on one area of the
country in which they are most familiar.
Equipment sellers are typically very familiar with only the
equipment they are selling.
Equipment sellers have a limited scope in which to operate.
They require the operator to find his own financing for the
equipment purchase.

Government Programs

Government programs generally focus on alternative energy and
green solutions.
Government programs target broad areas of need and not the
needs of individual operators.
Typically government programs are slow to adopt the best
technical approach and are much more difficult to work with
since working with government involves a great many
interests.

Direct Competitors

The Energy Efficiency and Conservation Authority, the
National Institute of Water and Atmospheric Research,
agricultural engineers Dairy Green, Venture Southland and
Fortuna Group recently trialed on Glenarlea Farm, a 950-cow
Southland dairy farm, a new off-the-shelf system to generate
electricity and hot water using methane from dairy effluent
ponds, and this technology could be available in the next few
years;
Marlborough Renewable Oil Limited;
Bioreactors Limited; and
Solid Energy Agrifuels (a State Owned Enterprise).


Property

We maintain an office at 57a Nayland Street, Sumner 8081
Christchurch, New Zealand. We do not have a formal lease
agreement for this property, but Zeecol pays NZ$3,250 per every
10 week period.

Employees

As of May 12, 2017, Zeecol had no permanent employees.
Zeecol has three sales associates and two executives, both of
which are investors in the Company and have received no
compensation. A third executive has a consultancy contract with
the company totaling less than $100,000 per year and receives no
direct compensation. None of our employees are represented by a
labor union, and we consider our employee relations to be
good.

The Business of Green Dragon

For a description of the business of Green Dragon, please
refer to the section Item 1. Business Our Business of the
Companys Form 10-K for the fiscal year ended March 31, 2016,
filed with the Securities and Exchange Commission (the SEC) on
January 27, 2017 (the 2016 10-K).

Risk Factors

Our business, financial condition, operating results and
cash flows can be affected by a number of factors, including, but
not limited to, those set forth below, any one of which could
cause our actual results to vary materially from recent results
or from our anticipated future results. The risks described below
are not the only ones we face, but those we currently consider to
be material. There may be other risks which we now consider
immaterial, or which are unknown or unpredictable, with respect
to our business, our competition, the regulatory environment or
otherwise that could have a material adverse effect on our
business. For risk factors associated with the business of Green
Dragon and risks associated with our Common Stock, please refer
to the sections Item 1A. Risk Factors Risks Related To Our
Business and Item 1A. Risk Factors Risks Related To Our Common
Stock of the 2016 10-K, respectively.

Risks Related to the Business of
Zeecol

Zeecol only has a limited history upon which an
evaluation of our prospects and future performance can be made
and have no history of profitable operations.

Although Zeecol was incorporated in New Zealand in 2011, we
have never earned a profit, and only in recent years have we
truly began to operate our business. Accordingly, we have only a
limited history upon which an evaluation of our prospects and
future performance can be made and have no history of profitable
operations. Due to our lack of operating history, our proposed
operations are subject to all business risks associated with new
enterprises. The likelihood of our success must be considered in
light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the startup of a
business and operation in a competitive and highly regulated
industry. We will sustain losses in the future as we implement
our business plan. There can be no assurance that we will ever
generate revenues or operate profitably.

Since we have a limited operating history, it is
difficult for potential investors to evaluate our
business.

Our limited operating history makes it difficult for
potential investors to evaluate our business or prospective
operations. Since our formation, we have not generated any
revenues. As an early stage company, we are subject to all the
risks inherent in the initial organization, financing,
expenditures, complications and delays inherent in a new
business. Investors should evaluate an investment in us in light
of the uncertainties encountered by developing companies in a
competitive environment. Our business is dependent upon the
implementation of our business plan. We may not be successful in
implementing such plan and cannot guarantee that, if implemented,
we will ultimately be able to attain profitability.

We will need to obtain additional financing to
fund our operations.

We will need significant additional capital in the future to
continue to execute our business plan, which includes the
construction of our digesters. Therefore, we will be dependent
upon additional capital in the form of either debt or equity to
continue our operations and commercialize our products. At the
present time, we do not have arrangements to raise all of the
needed additional capital, and we will need to identify potential
investors and negotiate appropriate arrangements with them. We
may not be able to arrange enough investment within the time the
investment is required or that if it is arranged, that it will be
on favorable terms. If we cannot get the needed capital, we may
not be able to become profitable and may have to curtail or cease
our operations.


We are dependent on the New Zealand rural
sector, which can be affected by a wide range of factors outside
our control.

Our revenues and results of operations depend significantly
on the prospects of the New Zealand rural sector where we
primarily operate. Our prospects also depend, to a significant
extent, on positive farmer sentiment in New Zealand which can be
affected by a wide range of factors outside our control. The
following are key factors and risks that can have a material
impact on the performance of the rural sector and farmer
sentiment and in turn our business performance:

Fonterra milksolids payout: The dairy sector in New
Zealand is heavily influenced by the Fonterra payout
announcements each year, which determine dairy farmers cash
flows and returns for the upcoming season. Farm financial
performance is heavily determined by this metric and drives
on-farm investment and expenditure decisions and subsequent
demand for our products and services.
Climate conditions: The rural sectors in the markets
where we operate are exposed to volatile climate conditions,
particularly given the adverse effects on farming caused by
droughts or floods. The Australian rural sector is
particularly susceptible to drought, which has the potential
to result in a material adverse impact on that countrys
agricultural revenue.
Commodity price and volume: Prices and sales volumes
for agricultural commodities such as lamb, beef, wool and
dairy products are key factors affecting farm financial
performance. Farm financial performance dictates farmer
expenditure, which significantly influences demand for our
products and services and, in turn, our revenues and results
of operations.
Regulatory changes: Changes to the regulatory
structure of the New Zealand rural economies could either
expand or reduce the range of products and services required
by farmers and other rural sector participants.
Animal health and crop conditions: An outbreak of
animal or crop disease may dramatically reduce production or
restrict the ability of our clients to sell their stock or
production on domestic and international markets.
International trade barriers: Barriers in the form
of foreign government subsidies and quota restrictions can
restrict the ability of New Zealand to sell their
agricultural commodities in international markets and can
also affect the price at which such commodities are sold.
Environmental regulations: Changes to environmental
regulations and the resulting compliance burdens on farmers
could adversely impact Zeecols currently contemplated
business model.

We depend heavily on our CEO William Mook and we
have entered into a license agreement which governs the terms of
our relationship. If the license agreement is terminated or if we
were to lose the services of Mr. Mook, the loss could have a
material adverse effect upon our business, financial condition or
results of operations.

In May 2017, we entered into an IP license agreement (the
Agreement) with our CEO and largest shareholder, William Mook. to
the Agreement, Mr. Mook granted to the Company the exclusive
license (the Exclusive License) to the intellectual property
rights of the method and substance of the Products. The Products
are defined as products developed by Mr. Mook relating to the
treatment of animal waste. Mr. Mook cannot sell the Products to
any other person or enter into arrangements other than those
contemplated by the Agreement to commercialize the Products in
New Zealand. to the Agreement, the Company will pay to Mr. Mook
the sum of NZ$100,000 per year, or such larger amounts as are
agreed to in advance for the second and subsequent years, payable
in quarterly installments. The Company will also owe to Mr. Mook
an 8% royalty in perpetuity for the net sales of any Products.
Additionally, one third of the proceeds that the Company receives
for the grant of any sub-license to third parties shall be payed
immediately to Mr. Mook as well as 20% of all royalties payable
by any sub-licensee to the Company. Additionally, the Company
will pay to Mr. Mook a to be negotiated product fee immediately
upon the Company producing a Product. The term of the Agreement
is for a period of 20 years, unless terminated earlier by the
mutual agreement of the parties or terminated within 24 months of
the date of the Agreement if the Company is unable to raise
additional capital in an amount equal to or in excess of
NZ$5,000,000, of which none has been raised to date.
Additionally, the Company may cancel the Agreement at any time
upon two months notice. The Agreement may also be terminated by
an event of breach, which includes the event in which 51% or more
of the shareholding of the Company changes from the date of the
Agreement.

We believe our success depends heavily on the continued
active participation Mr. Mook and the continued existence of the
Agreement. If we were to lose the services of Mr. Mook, or if the
Agreement was to be terminated, amended or modified, the loss
could have a material adverse effect upon our business, financial
condition or results of operations.

Extreme weather conditions and other natural or
man-made disasters could damage our products and customers and
adversely affect demand from end users/farmers, which would cause
a material reduction in revenues.

Customer demand for our products are subject to the risks
associated with agriculture, including extreme weather conditions
and other natural disasters such as drought, flood, snowstorm,
earthquake, pestilence, plant diseases and insect infestations.
The quality, cost and volume of our products that we produce
could be materially adversely affected by extreme weather
conditions or natural disasters.

The efficiencies of our farming system may not
be scalable.

Our model has not yet been formally implemented on any farm,
and if our system is not as efficient as projected, this could
impair Zeecols ability to implement its strategic plan and
negatively affects its operating results.


Key assets such as land, livestock and
infrastructure could increase in price, increasing our operating
costs.

An increase in the cost of items such as land, livestock and
infrastructure could increase our operating costs and additional
capital may not be available to us on acceptable terms when
needed.

A change in the water availability may
negatively impact the efficiency of the business
model.

The success of our farming system is partly dependent on the
availability of water on a farm. If there was a reduction in
water availability on a farm subsequent to Zeecol beginning its
operations on such farm, due to drought, contamination or
otherwise, Zeecols profitability on that farm could be negatively
affected.

If we are unable to effectively manage our
growth plan, we may be unable to implement our business
strategy.

Our growth plan requires significant operational and
financial resources. There is no assurance that we can obtain the
operational and financial resources we will need in order to
manage develop and manage our growth strategy. Rapid growth may
place a significant strain on management and administrative,
operational and financial infrastructure, and failure to
adequately manage growth could have a material adverse effect on
our business, prospects, financial condition or results of
operations.

We face significant competition from a variety
of sources.

We operate in competitive markets and our future success
will be largely dependent on our ability to provide quality
products, services and solutions at competitive prices. We face
competition in the form of direct purchases of equipment,
government programs and direct competitors in New Zealand. These
competitors may have been in business longer than we have, may
have substantially greater financial and other resources than we
have and may be better established in their markets. We can
provide no assurance that our current or potential competitors
will not provide products or services comparable or superior to
those provided by us or adapt more quickly than we do to evolving
industry or market trends. It is also possible that strategic
alliances may form among competitors which may acquire a
significant share of the market. Increased competition may result
in price reductions, reduced gross margins and loss of market
share, any of which would materially and adversely affect our
business, prospects, financial condition or results of
operations. We cannot assure investors that we will be able to
compete effectively against current and future competitors.

As a result of their existing ownership, our
executive officers and directors own a substantial interest in
our voting capital and investors may have limited voice in our
management.

Mr. Mook owns approximately 95% of our Common Stock
Additionally, the holdings of our officers and directors may
increase in the future if they otherwise acquire additional
shares of our Common Stock.

As a result of their ownership and positions, our executive
officers and directors, particularly Mr. Mook, will be able to
influence all matters requiring shareholder approval, including
the following matters:

Election of our directors;
Amendment to our articles of incorporation or bylaws; and
Effecting or preventing a merger, sale or assets or other
corporate transaction.

In addition, Mr. Mooks stock ownership may discourage a
potential acquirer from making a tender offer or otherwise
attempting to obtain control of the Company, which in turn could
reduce our stock price or prevent our shareholders from realizing
a premium over our stock price.

We could incur significant costs in complying
with environmental, health and safety laws or permits or as a
result of satisfying any liability or obligation imposed under
such laws or permits.

Our operations are subject to various New Zealand
environmental, health and safety laws and regulations. Among
other things, these laws regulate the emission or discharge of
materials into the environment, govern the use, storage,
treatment, disposal and management of hazardous substances and
wastes, protect the health and safety of our employees and the
end-users of our products, regulate the materials used in and the
recycling of products and impose liability for the costs of
investigating and remediating, and damages resulting from,
present and past releases of hazardous substances, including
releases by prior owners or operators of sites we currently own
or operate. Violations of these laws and regulations or of any
conditions contained in any environmental permit can result in
substantial fines or penalties, injunctive relief, requirements
to install pollution or other controls or equipment, civil and
criminal sanctions, permit revocations and/or facility shutdowns.
We could be held liable for the costs to address contamination of
any real property we have ever owned, or operated.


Currency exchange rate fluctuations could
adversely affect our results of operations.

Our business is exposed to fluctuations in exchange rates.
Although our reporting currency is U.S. dollars, we operate in
New Zealand. Our other transacting currencies include the New
Zealand dollar. Where possible, we try to minimize the impact of
exchange rate fluctuations by transacting in local currencies so
as to create natural hedges. There can be no assurance that we
will be successful in protecting against these risks. Under
certain circumstances in which we are unable to naturally offset
our exposure to these currency risks, we may enter into
derivative transactions to reduce such exposures. Nevertheless,
exchange rate fluctuations may either increase or decrease our
revenue and expenses as reported in U.S. dollars. Given the
volatility of exchange rates, we may not be able to manage our
currency transaction risks effectively, and volatility in
currency exchange rates may materially adversely affect our
financial condition or results of operations.

If we are unable to stay abreast of changing
technology in our industry, our profits may
decline.

Our businesses are subject to frequent and sometimes
significant changes in technology, and if we fail to anticipate
or respond adequately to such changes, or do not have sufficient
capital to invest in these developments, our profits may decline.
Our future financial performance will depend in part upon our
ability to develop and market new products and strategies and to
implement and utilize technology successfully to improve our
business operations. We cannot predict all the effects of future
technological changes. The cost of implementing new technologies
could be significant, and our ability to potentially finance
these technological developments may be adversely affected by our
debt servicing requirements or our inability to obtain the
financing we require to develop or acquire competing
technologies.


Unaudited Pro Forma Condensed Combined Financial
Information0.

Green Dragon Wood Products, Inc. As
of
December 31,
Zeecol Limited As of
December 31,
Consolidated As of December
31,
Proforma AJEs Consolidated As of
December 31,
DR (CR) #
(unaudited) (unaudited) (unaudited) (unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 57,776 $ 58,060 $ 115,836 300,000 $ 415,836
Accounts receivable 1,865,837 46,792 1,912,629 1,912,629
Loans Coesus LTd 94,371 94,371 94,371
Prepayments and other receivables 1,963,783 106,036 2,069,819 2,069,819
Total Current Assets 3,887,396 305,258 4,192,654 300,000 4,492,654
Non-current Assets:
Work in progress 436,744 436,744 436,744
Property, plant and equipment, at cost, net 3,501 9,786 13,287 13,287
Deferred tax asset 56,103 56,103 56,103
Total Other Assets 3,501 502,634 506,135 506,135
Total Assets $ 3,890,897 $ 807,892 $ 4,698,789 $ 300,000 $ 4,998,789
Liabilities and Equity
Liabilities:
Short term borrowings $ 2,017,086 $ $ 2,017,086 2,017,086
Accounts payable 690,126 414,961 1,105,087 1,105,087
Accreud liabilities and other payables 1,099,201 1,099,201 1,099,201
Amount due to a director 107,298 107,298 107,298
Obligation under finance leaase 8,990 8,990 8,990
Convertible debt 346,861 346,861 300,000 646,861
Deferred revenue 438,968 438,968 438,968
Total liabilities 3,922,701 1,200,790 5,123,491 300,000 5,423,491
Commitments and contingencies
Equity:
Preferred stock 2,000 2,000 2,000
Common stock 23,725 23,725 96,442 1,2 120,167
Additional paid in capital 1,236,400 1,236,400 (1,390,371 ) (153,971 )
Subscription receivable (100,000 ) (100,000 ) 100,000
Accumulated other comprehensive loss (16,612 ) (16,612 ) 16,612
Accumulated deficit (1,177,317 ) (392,898 ) (1,570,215 ) 1,177,317 (392,898 )
Total Equity (31,804 ) (392,898 ) (424,702 ) (424,702 )
Total Liabilities and Equity $ 3,890,897 $ 807,892 $ 4,698,789 $ 300,000 $ 4,998,789


Green Dragon Wood Products, Inc.
For the Year Ended

31-Mar-16

Zeecol Limited For the Year
Ended

31-Mar-16

For the Nine Months Ended
Proforma

Consolidation

Proforma AJEs

Proforma

Consolidation

(unaudited) (unaudited) (unaudited) DR (CR) # (unaudited)
REVENUES
Revenue $ 4,335,337 $ $ 4,335,337 4,335,337
Cost of revenue (3,949,792 ) (3,949,792 ) (3,949,792 )
Total Revenues 385,545 385,545 385,545
OPERATING EXPENSES:
Selling, general and administrative expenses 2,888,498 121,375 3,009,873 3,009,873
Total Operating Expenses 2,888,498 121,375 3,009,873 3,009,873
Operating Loss (2,502,953 ) (121,375 ) (2,624,328 ) (2,624,328 )
Other Non-operating expenses
Other income and expense 383,166 4,515 387,681 (181,609 ) 206,072
383,166 4,515 387,681 (181,609 ) 206,072
Income Tax Provision 3,420 3,420 3,420
Net loss $ (2,119,787 ) $ (120,280 ) $ (2,240,067 ) $ (181,609 ) $ (2,421,676 )
Loss per share $ (0.09 ) $ (0.00 ) $ (0.02 )
Weighted average shares – Basic diluted 23,725,000 96,441,667 120,166,667


Green Dragon Wood Products, Inc.
For the Nine Months Ended

31-Dec-16

Zeecol Limited For the Nine
Months
Ended

31-Dec-16

For the Nine Months Ended
Proforma

Consolidation

Proforma AJEs

Proforma

Consolidation

(unaudited) (unaudited) (unaudited) DR (CR) # (unaudited)
REVENUES
Revenue $ 1,132,903 $ $ 1,132,903 1,132,903
Cost of revenue (861,087 ) (861,087 ) (861,087 )
Total Revenues 271,816 271,816 271,816
OPERATING EXPENSES:
Selling, general and administrative expenses 512,382 326,723 839,105 839,105
Total Operating Expenses 512,382 326,723 839,105 839,105
Operating Loss (240,566 ) (326,723 ) (567,289 ) (567,289 )
Other Non-operating expenses
Other income and expense (48,223 ) 1,853 (46,370 ) (181,609 ) (227,979 )
(48,223 ) 1,853 (46,370 ) (181,609 ) (227,979 )
Income Tax Provision (124,402 ) (124,402 ) (124,402 )
Net loss $ (288,789 ) $ (200,468 ) $ (489,257 ) $ (181,609 ) $ (670,866 )
Loss per share $ (0.01 ) $ (0.00 ) $ (0.01 )
Weighted average shares – Basic diluted 23,725,000 96,441,667 120,166,667


Notes to the Unaudited Pro Forma Condensed
Combined Financial Information

Green Dragon Wood Products, Inc.

Notes to Unaudited Pro Forma Consolidated Statements
of Operations

1. Basis of Presentation

The following unaudited pro forma consolidated financial
statements of Green Dragon Wood Products, Inc. (now, Zeecol
International, Inc., the Company) a Florida corporation,
and Zeecol Limited, a New Zealand corporation (Zeecol) are
provided to assist you in your analysis of the financial aspects
of the consolidated entity on a non-generally accepted accounting
principle basis.

The unaudited pro forma consolidated statements of
operations for the year ended March 31, 2016 combined the
historical statements of operations of the Company for the year
ended March 31, 2016 with the fiscal year end historical
statements of operations of Zeecol for the year ended March 31,
2106. The unaudited pro forma consolidated statements of
operations for the nine months ended December 31, 2016 combined
the historical statements of operations of the Company for the
nine ended December 31, 2016 with the nine months ended December
31, 2106 of Zeecol. The unaudited pro forma condensed combined
balance sheet combines the historical balance sheets of the
Company and Zeecol as of December 31, 2016.

The pro forma is presented as if the below transaction was
accounted for as a reverse acquisition. Zeecol is deemed the
accounting acquirer while the Company remains the legal
acquirer.

2. The Transaction

Refer to Item 2.01 Completion of Acquisition or Disposition
of AssetsThe Merger, above.

3. Pro-forma Adjustments

The pro-forma financial statements give effect to the
following transactions as if they had occurred on the first day
of the periods presented:

1. Issuance of 116,561,667 shares of the Companys common stock
to the owners of Zeecol.
2. Return of 20,120,000 shares of common stock by Mr. Lee to the
Company.
3. Sale and issuance of $300,000 convertible note.


Security Ownership of Certain Beneficial Owners
and Management

Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Percentage of Class (1)
Directors and Executive Officers
Common Stock William Mook (2) c/- Nexia Christchurch Limited-Russley 30
Sir William Pickering Drive Burnside, Christchurch, 8053 New
Zealand
114,255,434 95.1 %
Common Stock

Russell Covarrubia

c/o Covarrubia Company, 221 Thurman Ave

Columbus Oh, 43206

582,808

*

Common Stock

Tony Baxter

c/o Zeecol Limited

57a Nayland Street

Sumner, Christchurch 8081, New Zealand

291,404

*
Series A Preferred Stock (3) Kwok Leung Lee Unit 312, 3rd Floor, New East Ocean Centre, 9
Science Museum Road, Kowloon, Hong Kong
2,000,000 %
All Directors and Executive Officers as a group (2 persons)
Common Stock 115,129,646 95.8 %
Series A Preferred Stock 2,000,000 %

*Less than 1%

(1) Information with respect to beneficial ownership is based
upon information furnished by each shareholder or contained
in filings made with the Securities and Exchange Commission.
Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to
securities. In determining the percent of Common Stock owned
by a person or entity on May 12, 2017, (a) the numerator is
the number of shares of the class beneficially owned by such
person and includes shares which the beneficial owner may
acquire within 60 days upon conversion or exercise of a
derivative security, and (b) the denominator is the sum of
(i) the shares of that class outstanding on May 12, 2017 and
(ii) the total number of shares that the beneficial owner may
acquire upon conversion or exercise of a derivative security
within such 60 day period. Unless otherwise stated, each
beneficial owner has sole power to vote and dispose of the
shares.
(2) William Mook, our Chief Executive Officer and Director, has
voting and investment control over 114,230,434 shares held by
Coeus Limited, a New Zealand corporation, and may exercise
voting and dispositive power with respect to such shares, and
therefore Mr. Mook may be deemed the beneficial owner of such
shares. Such shares were acquired in the Merger.
(3) Each share of Series A Preferred Stock is entitled to 50
votes for each share. Each share of Series A Preferred Stock
shall exist until August 7, 2017 (the Expiration
Date
). On or prior to the Expiration Date, Mr. Lee will
convert all of the shares of Series A Preferred Stock he owns
into a number of shares of Common Stock to be mutually agreed
upon by and between him and the Company at the time of
conversion; provided, however, that Mr. Lee shall be entitled
to receive at least a minimum of $500,000 worth of shares of
Common Stock, based on the fair market value of such Common
Stock on the date of conversion.

Directors and Executive Officers

Following the consummation of the Merger, on February 10, 2017,
Mr. Lee resigned from his position as Chief Executive Officer of
the Company and Mr. Mook was appointed as the new Chief Executive
Officer. Mr. Lee was then appointed to a new position as Vice
President of Wood Products of the Company. On the same day, Mr.
Tony Baxter was appointed as Chief Operating Officer of the
Company and Mr. Russell Covarrubia was appointed Chief Financial
Officer of the Company. In addition to the foregoing, on February
23, 2017, Ms. Mei Ling Law resigned from the Board of Directors
of the Company Ms. Laws resignation was not due to any
disagreement with the Company. Biographies of each of the current
directors and officers of the Company are provided below.

Name Age Position
William Mook Chief Executive Officer, Director and Secretary
Kwok Leung Lee Vice President of Wood Products and Director
Tony Baxter Chief Operating Officer
Russell Covarrubia Chief Financial Officer


William Mook Chief Executive Officer and
Director
:
Mr. Mook serves as Chief Executive
Officer and Director of the Company. In 2011, Mr. Mook founded
Zeecol Limited and was its President and Chief Executive Officer.
He has over 18 years of experience in manufacturing industry as
an OEM, and technology investor. He has over 20 years of
experience as President/CEO of various companies including
MokEnergy, Sugico Mok and Rapi-Serv Cash Systems. He holds a
number of patents in a wide range of fields. In addition to his
management and motivational skills he is an accomplished speaker
and team builder. Educational background: Mr. Mook served as a
remote teaching associate in the Physics and Energy course taught
in the physics department at Stanford in 2015. William has worked
under Dr. Robert Laughlin at Stanford. Robert received a Nobel
Prize in 1998 for discovery of the Fractional Quantum Hall
Effect.

Kwok Leung Lee: Vice President of Wood Products and
Director
.
Mr. Lee serves as Vice President of Wood
Products and Director of the Company. Prior to this, Mr. Lee
served as the Companys President/Chairman of the Board of
Directors beginning in September 1998. Mr. Lee, also known as
Stephen Lee, is a graduate of Michigan State University with a
Bachelor Degree in Social Sciences. He received a Master of
Science in Management from Shiga University in Japan in 1993 with
a specialization in management and economics. Mr. Lee is fluent
in Chinese, Japanese and English. Mr. Lee has traveled
extensively worldwide for Green Dragon handling purchasing,
negotiations with client companies, logistics, and administration
and finance. He has more than thirteen (13) years of diverse
product knowledge and global experience in wood products ranging
from softwood to hardwood, log to lumber to veneer. His
experience extends to furniture, flooring, interior decoration,
musical instruments, and sports equipment.

Tony Baxter Chief Operating Officer:
Mr. Baxter serves as the Chief Operating Officer of the Company.
Prior to this, Mr. Baxter served in that capacity for Zeecol
Limited beginning in 2016. He holds a New Zealand Certificate of
Engineering in Electrical and Electronic Engineering. He has over
30 years of experience as senior executive for major electronic
firms in the region such as Tait Electronics, Cray
Communications, Motorola and Raytheon. His last position prior to
taking early retirement six years ago was as General Manager of
Alan J Brown Associates specialized in Security Communications
Systems.

Russell Covarrubia Chief Financial
Officer
:
Mr. Covarrubia serves as the Chief
Financial Officer of the Company. Mr. Covarrubia served in that
capacity for Zeecol Limited beginning in 2016. He specializes in
financial structuring and investing, and prior to joining Zeecol
Limited, Mr. Covarrubia served as Vice President of Universe
Capital Partners LLC, where he helped structure and fund Turkish
private and public companies, and he also served as Chief
Executive Officer of UCP Holdings Inc. Prior to that he was
Executive Vice President AFLG Investments and Chief Investment
Officer of Universe Capital Partners LLC.

Executive Compensation

Mr. Mook and Mr. Baxter have not been compensated by Zeecol for
their services to date.

Mr. Covarrubia was compensated to a business advisory agreement,
dated April 13, 2016, by and between Zeecol Limited, Coeus
Limited and Covarrubia Company, a copy of which is attached
hereto as Exhibit 10.5 (the Business Advisory Agreement). To
date, Zeecol has paid Mr. Covarrubia $70,000 ($50,000 in cash
fees and $20,000 paid to Mr. Covarrubia in lieu of delivering the
property required to section 5(a) of the Business Advisory
Agreement). Zeecol has agreed to continue to pay to Mr.
Covarrubia $5,000 per month from February 2017 onwards, which
compensation is currently being accrued and has not yet been
paid.

For executive compensation relating to Mr. Lee, please refer to
the section Item 11. Executive Compensation of the 2016 10-K.

Outstanding Equity Awards at Fiscal Year-End

Our executive officers did not hold any options or other unvested
equity awards as of March 31, 2017.

Director Compensation

To date, Mr. Mook has not been compensated for his services as a
director.

For director compensation relating to our prior director (Ms. Mei
Ling Law) and Mr. Lee, please refer to the section Item 11.
Executive Compensation Compensation of Directors of the 2016
10-K.

Certain Relationships and Related Transactions, and
Director Independence

There are no relationships or transactions requiring disclosure
as they relate to the business of Zeecol.

For certain relationships and related transactions and director
independence relating to the business of Green Dragon, please
refer to the section Item 13. Certain Relationships and Related
Transactions, and Director Independence of the 2016 10-K.

Legal Proceedings

There is no material litigation, arbitration or governmental
proceeding currently pending against Zeecol.

For legal proceedings associated with the business of Green
Dragon, please refer to the section Item 3. Legal Proceedings of
the 2016 10-K.


Market Price of and Dividends on the Registrants
Common Equity and Related Stockholder Matters

Market Information

As of May 12, the Companys common stock is quoted on the OTC Pink
Sheets Marketplace under the symbol AMOO.

Holders of Record

As of May 12, 2017, there were approximately 38 holders of record
of the Companys common stock.

Dividends

The Company has not paid any cash dividends on its common stock
to date. The payment of cash dividends in the future will be
dependent upon the Companys revenues and earnings, if any,
capital requirements and general financial condition. The payment
of any dividends will be within the discretion of the Companys
board of directors at such time. It is the present intention of
the Companys board of directors to retain all earnings, if any,
for use in its business operations and, accordingly, the Companys
board of directors does not anticipate declaring any dividends in
the foreseeable future. In addition, the Companys board of
directors is not currently contemplating and does not anticipate
declaring any stock dividends in the foreseeable future.

Recent Sales of Unregistered Securities

None.

Indemnification of Directors and
Officers

Our Articles of Incorporation, as amended, provide for the
indemnification and/or exculpation of our directors, officers,
employees, agents and other entities which deal with it to the
maximum extent provided, and under the terms provided, by the
laws and decisions of the courts of the state of Florida.

Financial Statements and Supplementary
Data

The information on pages F-1 through F-37 set forth in Item 9.01
hereof is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off Balance sheet Arrangement of a
Registrant

The Company entered into a convertible promissory note (the Note
) with Mr. Lee in the principal sum of $300,000 (the Principal
Amount). The Note bears no interest and has a term of six (6)
months (August 8, 2017, the Termination Date ). Prior to the
Termination Date, the Principal Amount is convertible into a
number of shares of common stock of the Company equal to three
percent (3%) of the number of shares of common stock of the
Company issued and outstanding on the date of such conversion.
The foregoing description of the Note is not complete and is
qualified in its entirety by reference to the Note, which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference.

Item 5.01. Changes in Control of Registrant.

The disclosure set forth in Item 2.01 above is incorporated into
this Item 5.01 by reference. Upon the closing of the Merger, the
Zeecol shareholders, which include Mr. Mook, now own
approximately 97% of the issued and outstanding Common Stock.
Prior to the Merger, Mr. Lee was the Companys controlling
shareholder.

Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.

On May 12, 2017, the Company filed Articles of Amendment to its
Articles of Incorporation, as amended (the Articles of
Amendment). The Articles of Amendment supersede the prior
articles of amendment, filed by the Company on February 7, 2017
and described in the Original Form 8-K. The Articles of Amendment
describe the rights and preferences of the shares of the Companys
Series A Preferred Stock, of which 2,000,000 are outstanding, and
all of which owned by Mr. Lee. Each share of Series A Preferred
Stock is entitled to 50 votes for each share. Each share of
Series A Preferred Stock shall exist until August 7, 2017 (the
Expiration Date ).

On or prior to the Expiration Date, Mr. Lee will convert all of
the shares of Series A Preferred Stock he owns into a number of
shares of Common Stock to be mutually agreed upon by and between
Mr. Lee and the Corporation at the time of conversion; provided,
however, that Mr. Lee shall be entitled to receive at least a
minimum of $500,000 worth of shares of Common Stock, based on the
fair market value of such Common Stock on the date of conversion.

The foregoing description of the Articles of Amendment is not
complete and is qualified in its entirety by reference to the
Articles of Amendment, which are filed as Exhibit 3.2 hereto and
are incorporated herein by reference.


Item 9.01 Financial Statement and Exhibits.

(a) Financial statements of businesses acquired

Zeecol Limited

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2016

Zeecol Limited
Index to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2016
Page
Directory F-2
Approval of Financial Report F-4
Financial Statements
Statement of Other Comprehensive Income F-5
Statement of Changes in Equity
Statement of Financial Position F-6
Statement of Cash Flows F-7
Notes to the Financial Statements F-8 – F-27
Independent Auditors Report

F-

Zeecol Limited
Directory
Nature of Business Fertiliser and Energy Production
Director William H Mook
Shareholder Coeus Limited 1,000,000 Ordinary Shares
Address 57a Nayland Street, Sumner
Christchurch 8081
NEW ZEALAND
Independent Auditor Nexia Christchurch Limited
PO Box 39-100
Christchurch 8545
NEW ZEALAND
Legal Advisers Canterbury Legal
PO Box 22115
Christchurch 8140
NEW ZEALAND
Bankers Kiwibank
Bank of New Zealand

F-

Zeecol Limited
Approval of Financial Report

The Board of Directors are pleased to present the financial
report for Zeecol Limited for the year ended 31 March 2016 and
the independent auditors report thereon.

The shareholders of the Company have exercised their rights under
section 211(3) of the Companies Act 1993, and unanimously agreed
that this annual report need not comply with paragraphs (a) and
(e)-(j) of section 211(1) of the Act.

Approved for and on behalf of the Board:

12 August 2016
Director Date

F-

Zeecol Limited
Statement of Other Comprehensive
Income
FOR THE YEAR ENDED 31 MARCH 2016
For the six
For the year months ended
Note ended 31/03/16 31/3/15
$ $
Income
Interest received 6,522 5,957
Total operating income 6,522 5,957
Operating expenses
Accountancy Fees 17,992
Advertising 12,027
Agents Expenses 10,577
Audit Fee 7,140
Bank fees charges
Book Keeping
Computer Expenses 2,292
Consultancy fees 1,373
Depreciation 1,823
Entertainment 4,004
Fuel 1,799
General Expenses
Interest – Bank Overdraft
Licences Fees 3,003
Light, Heat Power
Motor Vehicle Expenses
Office expenses 1,194 5,547
Other Non Deductible Expenses 12,635
Printing Stationery 3,867
Protective Clothing
Purchases
Rent – Office 36,660
Rent – Warehouse 30,745
Staff Training Expenses 9,217
Subsciptions 1,013
Telephone Internet 3,697
Travel 15,767 5,031
Total operating expenses 175,321 16,093
Net profit/(loss) before taxation (168,799 ) (10,136 )
Taxation expense 4,940 83,796
Net profit/(loss) for the period after taxation attributable
to owners of the company
(173,739 ) (93,933 )
Other comprehensive income
Total comprehensive income for the period attributable to
owners of the company
(173,739 ) (93,933 )

The attached notes to the financial statements form part of and
should be read in conjunction to the financial statements and
Independent Auditors Report

F-

Zeecol Limited
Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2016
Retained
FOR THE YEAR ENDED 31 MARCH 2016 Share Capital Earnings Total Equity
Total comprehensive income for the period
Net profit/(loss) after taxation (173,739 ) (173,739 )
Other comprehensive income
Total comprehensive income for the period (173,739 ) (173,739 )
Transactions with owners of the Company in capacity as owners
Issue of ordinary shares
Total transactions with owners of the company
Opening balance of equity 1 April 2015 (93,933 ) (93,933 )
Closing balance of equity 31 March 2016 (267,672 ) (267,672 )
Retained
FOR THE SIX MONTHS ENDED 31 MARCH 2015 Share Capital Earnings Total Equity
Total comprehensive income for the period
Net profit/(loss) after taxation (93,933 ) (93,933 )
Other comprehensive income
Total comprehensive income for the period (93,933 ) (93,933 )
Transactions with owners of the Company in capacity as owners
Issue of ordinary shares
Total transactions with owners of the company
Closing balance of equity 31 March 2015 (93,933 ) (93,933 )

The attached notes to the financial statements form part of and
should be read in conjunction to the financial statements and
Independent Auditors Report

F-

Zeecol Limited
Statement of Financial Position
AS AT 31 MARCH 2016
As at As at
Note 31/03/16 31/3/15
$ $
ASSETS
Current Assets
Cash and cash equivalents 118,598 31,698
Deferred expenses 151,679 29,715
Income tax receivable 1,520 1,228
Trade and other receivables 176,322 24,767
Total current assets 448,119 87,409
Non Current Assets
Work in progress 65,882 47,244
Property, Plant Equipment 3,039
Loans and receivables – term deposit 250,000
Total non current assets 68,921 297,244
Total Assets 517,040 384,653
LIABILITIES
Current Liabilities
Trade and other payables 54,368 11,838
GST payable 8,836 45,951
Deferred revenue 632,772
Total current liabilities 695,976 57,789
Non Current Liabilities
Deferred revenue 337,000
Deferred tax liability 88,736 83,796
Total non current liabilities 88,736 420,796
Total Liabilities 784,712 478,586
Equity
Share capital
Retained Earnings (267,672 ) (93,933 )
Total Equity (267,672 ) (93,933 )
Total Liabilities and Equity 517,040 384,653
12 August 2016
Director Date

The attached notes to the financial statements form part of and
should be read in conjunction to the financial statements and
Independent Auditors Report

F-

Zeecol Limited
Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2016
For the year For the six
ended months ended
Note 31/03/16 31/3/15
$ $
Operating Activities
Cash was provided from:
Receipts from customers 272,688 387,550
Interest received 3,149 3,721
Tax refund received 1,228
Total cash provided from operating activities 277,065 391,271
Cash was applied to:
Operating expenses and fees paid (333,641) (38,569 )
Interest paid (772)
Taxation paid (1,520) (1,228 )
Total cash applied to operating activities (335,933) (39,797 )
Net cash flows from (used in) operating activities (58,867) 351,474
Investing Activites
Cash was provided from:
Term deposit investment 250,000
Total cash provided from investing activities 250,000
Cash was applied to:
Term deposit investment (250,000 )
Work in progress – digesters (18,638) (47,244 )
Property Plant Equipment (4,862)
Total cash applied to investing activities (23,500) (297,244 )
Net cash flows from (used in) investing activities 226,500 (297,244 )
Financing Activites
Cash was applied to:
Loans to related parties (80,732) (22,532 )
Total cash applied to financing activities (80,732) (22,532 )
Net cash flows from (used in) financing activities (80,732) (22,532 )
Net increase (decrease) in cash and cash equivalents 86,901 31,698
Cash and cash equivalents at beginning of period 31,698
Cash and cash equivalents at end of period 118,598 31,698

The attached notes to the financial statements form part of and
should be read in conjunction to the financial statements and
Independent Auditors Report

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
1. REPORTING ENTITY

These statements comprise the audited results for the year ended
31 March 2016. The comparative figures comprise the six months
ended 31 March 2015.

Zeecol Limited is a company incorporated and domiciled in New
Zealand, registered under the Companies Act 1993. The Company is
controlled by Coeus Limited (incorporated in New Zealand), which
owns 100% of the Companys shares. The Companys ultimate
controlling party is Mr. William Mook.

The company is primarily involved in the conversion of dairy
effluent to fertiliser and energy production.

The financial statements have been authorised for issue by the
Board on_______________________.

2. BASIS OF PREPARATION

(a) Statement of Compliance

The financial statements have been prepared in accordance with
Generally Accepted Accounting Practice in New Zealand (NZ GAAP).
They comply with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS) and other applicable
Financial Reporting Standards, as appropriate for
profit-orientated entities. The financial statements also comply
with International Financial Reporting Standards (IFRS).

The Company is designated as a profit oriented entity for
financial reporting purposes. The financial statements have been
prepared in accordance with the requirements of the Financial
Reporting Act 2013.

(b) Functional and Presentation Currency

The financial statements are presented in New Zealand dollars
($), which is the Companys functional currency, rounded to the
nearest dollar.

(c) Basis of Preparation

The accrual basis of accounting has been used, with the exception
of compiling the Statement of Cash Flows.

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

(d) Comparative Figures

These financial statements are for a 12 month period
(Comparative: 6 Months to 31 March 2015).

3. SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of
the financial statements are set out below. These policies have
been consistently applied to all periods presented, unless
otherwise stated.

(a) Revenue Recognition

Revenue from the sale of goods and services is measured at the
fair value of the consideration received or receivable. Revenue
is recognised as follows:

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(a) Revenue Recognition (continued)

(i) Interest Income

Interest income is recognised when it is probable that the
Company will receive the amount and it can be measured reliably.
Interest income is recognised on an accruals basis using the
effective interest method.

(ii) Sale of goods

Revenue from the sale of goods is recognised when the significant
risks and rewards of ownership have been transferred to the buyer
and it is probable that the Company will receive the previously
agreed upon payment. These criteria are considered to be met when
the goods are delivered to the buyer. No revenue is recognised if
there are significant uncertainties regarding recovery of the
consideration due, associated costs or the possible return of
goods, or where there is continuing management involvement with
the goods.

Deposits received in advance from customers in anticipation of
the future sale of goods are recognised as revenue only once the
above criteria has been met. If the criteria has not been met
they are carried as deferred revenue on the Statement of
Financial Position.

(b) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions and the custodian, other
short-term deposits, highly liquid investments with original
maturities of three months or less that are readily convertible
to known amounts of cash and which are subject to an
insignificant risk of changes in value.

(c) Foreign Currency Transactions and Balances

Transactions entered into by the Company in a currency other than
the functional currency are recorded at the rates ruling when the
transactions occur. The Company does not hold any foreign
currency monetary assets and liabilities. Foreign currency gains
and losses are recognised in profit or loss in the period
incurred.

(d) Income Tax

Tax expense comprises current and deferred tax. Current tax and
deferred tax is recognised in profit or loss except items
recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment
to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes.

Deferred tax is not recognised for:

(i) temporary differences on the initial recognition of assets or
liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss,

(ii) temporary differences arising on the initial recognition of
goodwill.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Income Tax (continued)

Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.

Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.

Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will be
realised simultaneously.

(e) Judgements, Estimates and Assumptions

The preparation of financial statements in accordance with NZ
IFRS and IFRS requires the use of certain critical accounting
estimates. It also requires the Company to exercise its judgement
in the process of applying the accounting policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial
statements, are disclosed in accompanying Notes. Actual results
may differ from these estimates.

(f) Goods and Services Tax (GST)

The financial statements have been prepared on a GST exclusive
basis as the Company is required to be registered for GST.
Accounts receivable and accounts payable are GST inclusive.

(g) Financial Instruments

Recognition

Financial instruments are recognised in the Statement of
Financial Position initially at fair value plus, for instruments
not at fair value through profit or loss, any directly
attributable transaction costs. Subsequent to initial recognition
financial instruments are measured as described below.

A financial instrument is recognised when the Company becomes a
party to the contractual provisions of the financial instrument.

Offsetting financial instruments

Financial instruments are offset and presented as a net asset or
net liability in the Statement of Financial Position when the
substance of an arrangement is such that presenting them together
as either a net asset or a net liability more accurately reflects
the Companys expected future cash flows for settling two or more
separate financial instruments. This only occurs when the Company
has a legally enforceable right to set off the recognised
amounts, and intends to either settle on a net basis or realise
the asset and settle the liability simultaneously.

Derecognition

Financial assets are derecognised if the Companys 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.

Financial liabilities are derecognised if the Companys
obligations specified in the contract expire or are discharged or
cancelled.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(g) Financial Instruments (continued)

Non-derivative financial instruments

Non-derivative financial instruments comprise loans and
receivables and trade and other payables.

Loans and receivables

Loans and receivables are financial assets with fixed or
determinable payments that are not quoted in an active market.
Such assets are recognised initially at fair value plus any
directly attributable transaction costs. Subsequent to initial
recognition loans and receivables are measured at amortised cost
using the effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents, term
deposits and trade and other receivables.

Interest on loans and receivables is recognised in the Statement
of Other Comprehensive Income.

Cash and cash equivalents include cash on hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less.

Term deposits include deposits held with financial institutions
with original maturities greater than three months.

Trade and other receivables of a short-term nature are not
discounted.

Trade and other payables

Trade and other payables are initially recognised at fair value
and subsequently carried at amortised cost, using the effective
interest method. Trade payables of a short-term nature are not
discounted.

Derivative financial instruments

The Company does not invest or trade in derivative financial
instruments, and therefore is not exposed to the associated risk,
rewards and financial impacts both positive and negative,
associated with such instruments.

(h) Impairment

Financial assets

The Company assesses at each reporting date whether there is
objective evidence that a financial asset or group of financial
assets (stated at cost or amortised cost) is impaired.

If any such indication exists, an impairment loss is recognised
in the Statement of Profit or Loss and Other Comprehensive Income
as the difference between the assets carrying amount and the
present value of estimated future cash flows discounted at the
financial assets original effective interest rate.

The Company considers the following indicators when assessing
whether there is objective evidence of impairment:

(i) significant decline in the market value of an asset.

(ii) significant changes that adversely affect the Company in the
technological, market, economic or legal environment in which it
operates.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(h) Impairment (continued)

(iii) increases in market interest rates or other market rates of
return that are likely to affect the discount rate used to assess
the present value of the future cash flows from the asset.

(iv) when the carrying amount of the Companys net assets exceeds
the market capitalisation of the Company.

(v) Evidence of obsolescence or physical damage of an asset.

(vi) Significant change in the use of an asset that adversely
affects the Company.

(vii) Declining economic performance, which might be indicated by
larger than expected maintenance costs or lower than expected
profits, from the use of an asset.

Non-financial assets

The carrying amounts of the Companys assets are reviewed at each
reporting date to determine whether there is any objective
evidence of impairment. If any such indication exists, the assets
recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of
an asset exceeds its recoverable amount. Impairment losses
directly reduce the carrying amount of assets and are recognised
in profit or loss.

The estimated recoverable amount of non-financial assets is the
greater of their fair value less costs to sell and value in use.
Value in use is determined by estimating future cash flows from
the use and ultimate disposal of the asset and discounting these
to their present value using a pre-tax discount rate that
reflects current market rates 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.

A cash generating unit is the smallest group of assets that
generates cash inflows from continuing use that are largely
independent of the cash inflows of the other assets or groups of
assets.

Impairment losses recognised in respect of cash-generating units
are allocated first to reduce the carrying amount of goodwill
allocated to the units and then to reduce the carrying amount of
other assets in the unit on a pro rata basis.

Impairment losses are reversed when there is a change in the
estimates used to determine the recoverable amount and there is
an indication that the impairment loss has decreased or no longer
exists. An impairment loss is reversed only to the extent that
the assets carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.

(i) Property, Plant and Equipment

(i) Recognition and measurement

Items of property, plant and equipment are recognised at cost
less accumulated depreciation and impairment losses. As well as
the purchase price, cost includes directly attributable costs
and, where relevant, the estimated present value of any future
unavoidable costs of dismantling and removing items.

(ii) Subsequent costs

Subsequent costs are added to the carrying amount of an item of
property, plant and equipment when the cost is incurred if it is
probable that the future economic benefits embodied with the item
will flow to the Company and the cost of the item can be measured
reliably. All other costs are recognised in the statement of
comprehensive income as an expense when incurred.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Property, Plant and Equipment (continued)

(iii) Depreciation

For plant and equipment, depreciation is based on the cost of an
asset less its residual value.

Depreciation is recognised in the statement of comprehensive
income on a diminishing value basis over the estimated useful
lives of each item of property, plant and equipment.

Depreciation on assets under construction does not commence until
they are complete and available for use.

Depreciation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate.
Depreciation has been calculated on plant and equipment using the
diminishing value method at 50 – 67%.

(j) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares and share
options are recognised as a deduction from equity, net of any tax
effects.

4. CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies. All policies
have been applied on a basis consistent with those from previous
financial statements.

5. NEW STANDARDS AND INTERPRETATIONS NOT YET
ADOPTED

The Company has reviewed those Standards and Interpretations
which have been issued, but which are not yet effective for the
period ending 31 March 2016. The following have been deemed to be
relevant to the Company:

NZ IFRS 9 – Financial Instruments

NZ IFRS 9 Financial Instruments was approved for periods
beginning on or after 1 January 2018. NZ IFRS 9 specifies how an
entity should classify and measure its financial assets. It
requires that all financial assets be reclassified in their
entirety on the basis of the entitys business model for managing
the financial assets and contractual cash flow obligations of the
financial assets. Financial assets are measured at either
amortised cost or fair value.

NZ IFRS 9 only permits the recognition of fair value gains and
losses in other comprehensive income if they relate to equity
investments that are not held for trading. The Company does not
hold equity instruments and therefore there will be no impact on
the Companys accounting for financial assets or liabilities.

The adoption of NZ IFRS 9 is unlikely to result in material
changes to the presentation and measurement of financial assets
and liabilities and accordingly the Company has chosen not to
early adopt this Standard.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
5. NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
(continued)

NZ IFRS 15 – Revenue from Contracts with
Customers

NZ IFRS 15 Revenue from Contracts with Customers was approved for
periods beginning on or after 1 January 2018. NZ IFRS 15
establishes revenue recognition principles for all contracts with
customers.

The core principle of NZ IFRS 15 is that an entity will recognise
revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or
services. This core principle is delivered in a five-step model
framework:

(a) Identify the contract(s) with a customer

(b) Identify the performance obligations in the contract

(c) Determine the transaction price

(d) Allocate the transaction price to the performance obligations
in the contract

(e) Recognise revenue when (or as) the entity satisfies a
performance obligation

Under the current standard – NZ IAS 18, the revenue received from
customers has been deferred and recorded as Deferred Revenue, as
the criteria for recognising revenue in the statement of
comprehensive income has not been met (refer to Revenue
accounting policy under Note 3: Significant Account Policies for
more information).

The adoption of NZ IFRS 15 will not alter this treatment as the
performance obligations in the customer contracts have not been
satisfied and accordingly revenue cannot be recognised in the
Statement of Profit or Loss and Other Comprehensive Income.
Accordingly the adoption of NZ IFRS 15 is unlikely to result in
material changes to the presentation and measurement of revenue,
and therefore the Company has chosen not to early adopt this
standard.

NZ IAS 1 Amendment – Disclosure Initiatives

The External Reporting Board (XRB) issued amendments to NZ IAS 1
Presentation of Financial Statements which were approved for
periods beginning on or after 1 January 2016.

The amendments have been issued as part of a project to improve
presentation and disclosure requirements and:

(a) clarify that an entity should not obscure useful information
by aggregating or disaggregating information; and that
materiality considerations apply to the primary statements, notes
and any specific disclosure requirements in NZ IFRSs

(b) clarify that the list of line items specified by NZ IAS 1 for
the Statement of Financial Position and Statement of Profit or
Loss and Other Comprehensive Income can be disaggregated and
aggregated as relevant. Additional guidance has also been added
on the presentation of subtotals in these statements

(c) clarify that entities have flexibility when designing the
structure of the notes and provide guidance on how to determine a
systematic order of the notes.

The Company believes that the disclosures in the financial
statements have been as transparent as possible and adoption of
the amendments is unlikely to result in material changes to the
presentation and disclosures in the financial statements, and
therefore the Company has chosen not to early adopt this
standard.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
6. TAXATION

(a) Income tax recognised in Statement of Profit or Loss
and Other Comprehensive Income

For the six
For the year months ended
ended 31/03/16 31/3/15
$ $
Net profit/(loss) before taxation (168,799 ) (10,136 )
Permanent differences
Non deductible expenses 12,635 2,124
Net taxable profit/(loss) (156,164 ) (8,012 )
Deferred tax 4,940 83,796
Total income tax expense 4,940 83,796
(b) Current taxation
Opening Balance 1,228
Refunds (1,228 )
Resident withholding tax paid 1,520 1,228
Asset/ (liability) at 31 March 1,520 1,228
(c) Deferred taxation
Opening Balance (83,796 )
Current year movement (4,940 ) (83,796 )
Deferred tax asset/ (liability) at 31 March (88,736 ) (83,796 )
Made up of:
Deferred tax liability (177,176 ) (94,360 )
Deferred tax asset 88,440 10,564
Net balance as per above (88,736 ) (83,796 )
Deferred tax assets/ (liabilities) are attributable to the
following:
Revenue received in advance (177,176 ) (94,360 )
Deferred expenses 42,471 8,320
Tax loss carried forward to offset against future taxable
income
45,969 2,243
(d) Tax losses
Opening Balance 8,012
Current year movement 156,164 8,012
Total accumulated tax losses to carry forward 164,176 8,012
(e) Imputation credits
Opening Balance 1,228
Income tax refunded (1,228 )
Resident withholding tax paid 1,520 1,228
Imputation credits at 31 March 1,520 1,228

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
7. CASH AND CASH EQUIVALENTS
As at As at
31/03/16 31/3/15
Cash and cash equivalent balances comprise: $ $
Cash at bank available on demand 118,598 31,698
Total cash and cash equivalents 118,598 31,698

The Companys investments in cash and cash equivalents are readily
realisable and generally settle within 1 day. Interest rates on
the bank balances range from 0.0% to 1.0% p.a.

8. DEFERRED REVENUE
As at As at
31/03/16 31/3/15
Deferred revenue comprises: $ $
Deposits from customers – current 632,772
Deposits from customers – non current 337,000
Total deferred revenue 632,772 337,000

The deferred revenue arises in respect of one contract signed by
the Company in the year ended 31 March 2016 – with Geddes Farming
Company Limited. This is in addition to the two contracts signed
by the Company in the six months ended 31 March 2015 – with
Aberystwyth Dairies Limited and with Pannetts Dairies Limited,
for the provision of goods over a 20 year term.

Geddes Farming Company Limited (Geddes)

The Company signed an offtake agreement with Geddes for the
construction of an Anaerobic Digester, to be located on the
customers farm, which will process and convert organic waste into
products to be sold to Geddes. The effective date of the contract
is the date on which the digester commences production. Geddes
paid a deposit on the order of $295,772 to the Company. In
accordance with the offtake agreement this will be recognised
upon completion of the digester.

Aberystwyth Dairies Limited (Aberystwyth)

The Company signed an offtake agreement with Aberystwyth for the
construction of a Anaerobic Digester, to be located on the
customers farm, which will process and convert organic waste into
products to be sold to Aberystwyth. The effective date of the
contract is the date on which the digester commences production.
Aberystwyth paid a deposit on the order of $85,000 to the
Company. In accordance with the offtake agreement this will be
recognised upon completion of the digester.

Pannetts Dairies Limited (Pannetts)

The Company signed an offtake agreement with Pannetts for the
construction of a Anaerobic Digester and Bioreactor to be located
on the customers farm, which will process and convert organic
waste into products to be sold to Pannetts. The effective date of
the contract is the date on which the digester commences
production. Pannetts paid a deposit on the order of $252,000 to
the Company. In accordance with the offtake agreement this will
be recognised upon completion of the digester.

Construction and operation of the Digesters and Bioreactor is
expected to occur within the next nine months from balance date
and accordingly the deferred revenue is recorded as a current
liability. (2015 non-current)

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
9. DEFERRED EXPENSES
As at As at
31/03/16 31/3/15
Deferred expenses comprise: $ $
Consultancy Fees 87,407 21,595
Legal Fees – Deductible 64,272 8,120
Total deferred expenses 151,679 29,715

Deferred expenses consists of expenses incurred in relation to
the contracts signed with Geddes, Aberystwyth and Pannetts (refer
to Note 8: Deferred revenue for further information). In order to
ensure matching of revenue and expenses these expenses have been
deferred.

10. FINANCIAL INSTRUMENTS – RISK MANAGEMENT

The Companys operations expose it to various types of risk that
are associated with the financial instruments and the markets in
which it operates. The most significant types of financial risk
to which the Company is exposed are market risk, credit risk and
liquidity risk.

The nature and extent of the financial instruments outstanding at
the reporting date and the risk management policies employed by
the Company are discussed below.

(a) Market Risk

Market risk embodies the potential for both loss and gains and
includes currency risk, interest rate risk and price risk. The
Companies market risks arise from open positions in interest
bearing assets to the extent that these are exposed to general
specific market movements.

(i) Currency risk

All financial assets of the Company are denominated in a single
currency (New Zealand dollars). As at the reporting date, the
Company is not materially exposed to currencies other than its
own functional currency. The Company does not undertake foreign
currency hedging.

(ii) Interest rate risk

Interest rate risk is the risk of loss to the Company arising
from adverse changes in interest rates. Interest rates on cash
and cash equivalents and term deposits are subject to normal
market fluctuations, however as these do not generate significant
amounts of interest, changes in market interest rates do not have
a material effect on the Companys income.

Below are the weighted average effective interest rates on
interest bearing financial instruments:

As at As at
31/03/16 31/3/15
% %
Loans and receivables – cash and cash equivalents 1.00 % 2.80 %
Loans and receivables – term deposit N/A 4.60 %

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
10. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
(continued)

Interest Rate Risk – Repricing Analysis

As at As at
Fixed Rate Instruments 31/03/16 31/3/15
$ $
Loans and receivables – term deposit
0 – 12 months
1 – 2 years 250,000
2 – 3 years
3 – 5 years
5 years
Total fixed rate instruments 250,000

Fixed Rate Instruments

As at As at
31/03/16 31/3/15
% %
Loans and receivables – term deposit
0 – 12 months
1 – 2 years 4.60 %
2 – 3 years
3 – 5 years
5 years

(iii) Price Risk

Price risk is the risk that the value of the instruments will
fluctuate as a result of changes in market prices not related to
interest rate risk or currency risk, whether those changes are
caused by factors specific to an individual investment, its
issuer or factors affecting all instruments traded in the market.

As at 31 March 2016 the Company does not hold any financial
instruments subject to price risk.

(b) Credit Risk

Credit risk is the risk that a counterparty to a financial
instrument will fail to discharge an obligation or commitment
that it has entered into with the Company. The exposure to credit
risk is monitored on an on-going basis.

The Company has the following financial instruments which are
exposed to credit risk:

(i) cash and cash equivalents

(ii) trade and other receivables

(iii) term deposit

The Company monitors the credit quality of the counterparties on
a regular basis.

The carrying amount of the financial instruments represents the
Companys maximum credit exposure.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
10. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
(continued)
Name of counterparty As at As at
31/03/16 31/3/15
$ $
Counterparties with external credit rating (Standard Poors)
Bank of New Zealand – cash and cash equivalents 110,091 21,063
Bank of New Zealand – term deposit 250,000
Trade and other receivables – accrued interest on term
deposit
1,796
Kiwibank Limited – cash and cash equivalents 8,506 10,635
Counterparties without external credit rating
Loans to related parties 108,872 21,401
Total 227,470 304,894
Counterparties with external credit rating (Standard
Poors)
Credit rating
Bank of New Zealand AA-
Kiwibank Limited A

(b) Credit Risk (continued)

As at As at
Maximum credit exposures 31/03/16 31/3/15
$ $
Cash and cash equivalents 118,598 31,698
Trade and other receivables 176,322 24,767
Term deposit 250,000
Total maximum credit exposure 294,920 306,465

Financial assets that are past due or impaired

The Company has reviewed each class of financial asset shown on
the Statement of Financial Position and notes the following:

Cash and cash equivalents – all cash and cash
equivalent balances are recorded at amortised cost, and there are
no past due or impaired assets.

Trade and other receivables all trade and other
receivables are recorded at amortised cost. Interest accrued on
the term deposit was received within three months of year end.
Loans to related parties are past due but not impaired.

Term deposit the term deposit balance is
recorded at amortised cost, and there are no past due or impaired
assets.

The carrying value of all financial assets approximates the fair
value of these assets.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
10. FINANCIAL INSTRUMENTS – RISK MANAGEMENT
(continued)

(c) Liquidity Risk

Liquidity risk (or funding risk) is the risk that an entity will
encounter difficulty in raising funds to meet commitments
associated with financial instruments. Liquidity risk may result
from an inability to sell financial assets quickly at close to
their fair value.

The Companys investments in cash and cash equivalents are readily
realisable and generally settle within 1 day to ensure
liabilities can be met.

Maturity Analysis for Financial Liabilities

The Companys financial liabilities have the following remaining
contractual maturities:

As at As at
31/03/16 31/3/15
$ $
On demand
Not later than one month 11,838
Later than one month and not later than three months
Later than three months and not later than one year 54,368
Later than one year and not later than five years
Later than five years
Total financial liabilities 54,368 11,838

Maturity Analysis for Financial Liabilities
(continued)

Later than three months and not later than one year

Trade and other payables are to be settled within the next
financial year.

Market Risk – Sensitivity Analysis

The following tables summarise the sensitivity of the Companys
financial assets and liabilities to interest rate risk.

Based on historical movements and volatilities in the New Zealand
economy, and managements knowledge and experience of financial
markets, the Company believes the following assumptions are
reasonably possible over a 12 month period:

* A shift of 0.25% / – 0.25% in the market interest rates from
the respective reporting date interest rates disclosure in the
Interest Rate Risk section of Note 10.

If these assumptions were to occur, the impact on the net profit
before tax (on the face of the Statement of Profit or Loss and
Other Comprehensive Income) for each category of financial
instrument held at the reporting dates are detailed below.

The aforementioned assumptions, used in the compilation of the
sensitivity analysis, are consistent with the assumptions used
internally by the management personnel of the Company for
budgeting and planning purposes and the development of a
financial risk management strategy.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
10. FINANCIAL INSTRUMENTS (continued)

The following tables set of the impact of:

1) A change in interest rates on the Companys profit/(loss) i.e.
net profit/(loss) before taxation

As at 31 March 2016
Carrying Amt
(NZD$) Interest Rate Risk
-0.25% 0.25%
Financial Assets
Cash and cash equivalents 118,598 (296 )
Trade and other receivables 176,322 (441 )
Term deposit
Total financial assets 294,920 (737 )
Total Increase / (decrease) (737 )
As at 31 March 2015
Carrying Amt
(NZD$) Interest Rate Risk
-0.25% 0.25%
Financial Assets
Cash and cash equivalents 31,698 (79 )
Trade and other receivables 24,767 (62 )
Term deposit 250,000 (625 )
Total financial assets 306,465 (766 )
Total Increase / (decrease) (766 )

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
11. FAIR VALUE MEASUREMENTS

Fair value measurement principles

The fair value of financial assets and liabilities must be
estimated for recognition and measurement and for disclosure
purposes.

When preparing the financial statements for the year ending 31
March 2016, the Company has adopted NZ IFRS 13 Fair Value
Measurement
which requires disclosure of fair value
measurements by level of the following fair value hierarchy:

a) quoted prices (unadjusted) in active markets for identical
assets and liabilities (Level 1)

b) inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices) (Level 2), and

c) inputs for the assets or liability that are not based on
observable market data (unobservable inputs) (Level 3).

The Company does not have any financial instruments which are
recognised at fair value at reporting date.

Assets and liabilities not carried at fair value but for
which fair value is disclosed

The following table analyses within the fair value hierarchy the
Companys assets and liabiliites (by class) not measured at fair
value but for which fair value is disclosed.

31 March 2016 Level 1 Level 2 Level 3 Total
Assets
Loans and receivables
– Cash and cash equivalents 118,598 118,598
– Term deposit
– Trade and other receivables 176,322 176,322
Total 118,598 176,322 294,920
Liabilities
Trade and other payables 54,368 54,368
Total 54,368 54,368
31 March 2015 Level 1 Level 2 Level 3 Total
Assets
Loans and receivables
– Cash and cash equivalents 31,698 31,698
– Term deposit 250,000 250,000
– Trade and other receivables 24,767 24,767
Total 281,698 24,767 306,465
Liabilities
Trade and other payables 11,838 11,838
Total 11,838 11,838

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
11. FAIR VALUE MEASUREMENTS (continued)

There were no transfers between levels during the period.

The assets and liabilities in the above table are carried at
amortised cost; their carrying values are a reasonable
approximation of fair value.

Loans and receivables include contractual amounts for settlement
of trades and other obligations due to the Company. Trade and
other payables represent contractual amounts and other
obligations due by the Company.

12. PROPERTY, PLANT AND EQUIPMENT
Plant and Total
Equipment Equipment
31 March 2016
Balance as at 1 April 2015
Additions 4,862 4,862
Accumulated depreciation and Impairment (1,823 ) (1,823 )
Carrying value as at 31 March 2016 3,039 3,039
Current year depreciation
(1,823 ) (1,823 )
31 March 2015
Balance as at 1 April 2014
Additions
Accumulated depreciation and Impairment
Carrying value as at 31 March 2015
Current year depreciation

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
13. RELATED PARTY TRANSACTIONS

The Company is controlled by Coeus Limited (incorporated in New
Zealand), which owns 100% of the Companys shares. The Companys
ultimate controlling party is Mr. William Mook.

During the year the Company entered into the following
transactions with related parties:

For the six
For the year months ended
ended 31/03/16 31/3/15
$ $
Material transactions with related parties were:
Loans advanced to Coeus Limited 80,732 22,532
Interest received on loan to Coeus Limited 5,168
Total transactions with related parties 85,901 22,972
As at As at
31/03/16 31/3/15
$ $
Material amounts owing from related parties were:
Loans advanced – Coeus Limited 108,872 22,972
Total amounts owing from related parties 108,872 22,972

The loans to Coeus Limited are repayable on demand and carry
interest at 6.70% p.a.

There is an Intellectual Property Assignment between Zeecol
Limited and Coeus Limited that contain performance requirements.

14. TRADE AND OTHER RECEIVABLES
As at As at
31/03/16 31/3/15
Trade and other receivables comprise: $ $
Trade receivables – interest accrued on term deposit 1,796
Trade receivables – debtors 67,450
Loans to related parties (note 13) 108,872 22,972
Total trade and other receivables 176,322 24,767
15. WORK IN PROGRESS – DIGESTERS
For the six
For the year months ended
ended 31/03/16 31/3/15
$ $
Work in progress- Digesters 65,882 47,244
Total work in progress – digesters 65,882 47,244

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
15. WORK IN PROGRESS – DIGESTERS (continued)

Work in progress consists of development costs incurred in
relation to the construction of Anaerobic Digesters in respect of
three contracts signed by the Company – with Geddes Farming
Company Limited, Aberystwyth Dairies Limited and with Pannetts
Dairies Limited, for the sale of goods (refer note 8).

The Digesters were still being constructed as at 31 March 2016,
and accordingly no depreciation has been recorded as they are not
yet available for use.

The contracts entered into between Zeecol Limited and Geddes
Farming Company Limited, Aberystwyth Dairies Limited and Pannetts
Dairies Limited are subject to substantial deposits by those
three entities.

These contracts comprise the provision of facilities to Geddes,
Aberystwyth and Pannetts Dairies to process all their farm waste,
these facilities to be constructed at the respective farms but
Zeecol will build, own and operate such facilities at these
locations.

Such deposits are subject to Off Take Agreements whereby these
funds are held in trust by the Bank. These funds are released to
Zeecol Limited according to the degree of work undertaken for
each contract and are subject to the scrutiny and acceptance by
Geddes, Aberystwyth and Pannetts.

The technology has been licensed to Zeecol Limited by Coeus
Limited to build, own and operate these facilities on respective
client farms.

16. TRADE AND OTHER PAYABLES
As at As at
31/03/16 31/3/15
Trade and other payables comprise: $ $
Trade payables 15,059 11,838
Accruals 39,309
Total trade payables 54,368 11,838

Trade payables are to be settled within the next financial year.

17. EQUITY

Share capital

As at 31 March 2016, share capital comprised 1,000,000 authorised
and issued ordinary shares. All issued shares are unpaid, and
have no par value.

As at 31 March 2015, share capital comprised 1,000,000 authorised
and issued ordinary shares. All issued shares are unpaid, and
have no par value.

The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the Company, and rank equally with regard to
the Companys residual assets.

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
18. RECONCILIATION OF NET CASH FLOW FROM OPERATING
ACTIVITIES WITH NET PROFIT AFTER TAXATION
For the six
For the year months ended
ended 31/03/16 31/3/15
$ $
Net profit/(loss) after taxation (173,739 ) (93,933 )
Movements in working capital items:
(Increase) in trade and other receivables (70,822 ) (2,235 )
(Increase) in deferred expenses (121,964 ) (29,715 )
(Increase) in income tax receivable (291 ) (1,228 )
Increase in deferred tax liability 4,940 83,796
(Decrease) / Increase in GST payable (37,115 ) 45,951
Increase in trade and other payables 42,530 11,838
Increase in depreciation 1,823
Increase in deferred revenue 295,772 337,000
114,872 445,407
Net Cash Flows from Operating Activities (58,867 ) 351,474
19. CONTINGENT LIABILITIES

(a) to a consulting agreement signed between the Company and
Loomac Management Limited (Loomac), the Company agreed to engage
Loomac to assist in getting the Company listed and trading on the
Canadian Securities Exchange (CSE) in Canada and to assist in
completing financings for a period of three years following
listing. As consideration for these services, the Company made a
cash payment to Loomac and agreed to issue a portion of shares of
the resulting public company to Loomac.

(b) The Company has sales commission agreements with its sales
representatives. The sales commission payable is 2% of the
capital expenditure cost incurred in relation to sales contracts
originated by the sales representative.

All commissions are contingent on the Company listing on the
Canadian Stock Exchange and obtaining financing.

20. CAPITAL COMMITMENTS

Subject to successful listing and obtaining financing, the
Company is committed to building the Anaerobic Digesters and
surrounding facilities on the farms in respect of the following
customers:

(a) Aberystwyth Dairies Limited

(b) Pannetts Dairies Limited

(c) Geddes Farming Company Limited

F-

Zeecol Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2016
21. JUDGEMENTS AND ESTIMATES MADE BY THE COMPANY IN THE
PREPARATION OF THESE FINANCIAL STATEMENTS

*Classification of financial assets – the Company has
reviewed the substance and nature of the financial assets
carried, the obligations and rewards associated with holding
those assets, and the implications of classifying an asset(s) in
one category and then tainting that category for future periods,
should a change be made to the intention or operation of an
asset(s) within that category. The Company believes that the
current classifications best reflect the operational
characteristics of the financial assets held.

*Classification of financial liabilities – the Company
completed a review of the sub-categories of financial liabilities
carried on the Statement of Financial Position. The Company
believes that it has been as transparent as possible as to whom
the financial liability obligations relate.

*Compilation of sensitivity analysis – the assumptions
used in the modelling exercise have been based on what the
Company considers as reasonably possible.

At the reporting date, the Company has no other significant
estimates or assumptions that have significant risk of causing a
material adjustment to the carrying amounts of the assets and
liabilities within the next financial year.

22. SUBSEQUENT EVENTS

Deferred Legal fees payable at balance date were believed to
relate to the parent company, Coeus Ltd, but had been invoiced to
Zeecol Ltd. These invoices have since been credited after balance
date and re-issued to the parent company, however at balance date
were due for payment by Zeecol Ltd.

F-

ZEE COL LTD

INDEX

. COMPILATION REPORT
2. STATEMENT OF INCOME
3. STATEMENT OF CHANGES IN EQUITY
4. STATEMENT OF FINANCIAL POSITION
5. NOTES TO FINANCIAL STATEMENTS

F-

COMPILATION REPORT ZEECOL LTD

For the nine months period ended 3l December
2016

Compilation Report

TO: The Director/s

Scope:

On the basis of information supplied these accounts have been
compiled as a Special Purpose report for internal management
purposes only.

Auditing:

These accounts have not been audited.

Disclaimer

As mentioned earlier in our report, we have compiled the
financial information based on information provided to us. No
liability express or implied is conceded to any lliird parties
whatsoever.

F-

ZEECOL LIMITED

STATEMENT OF OTHER COMPREHENSIVE INCOME For the
nine months ended 31st December 2016

NZ$ 2016
Other Income
Interest Received 2,671 4,367
Total Operating Income
Operating Expenses
Accountancy Fees 11,627 14,585
Legal Fees
Advertising 3,667 12,027
Agents Expenses 10,577
Audit Fee 4,025 2,550
Fundraising Expenses 343,640
Bank Fees and Charges
Book-keeping 2,522
Consultancy Fees 8,696
Depreciation 1,955 1,161
Entertainment
Fuel 1,537
Interest – Bank Overdraft
Licences Fees 3,002
Light,Heat Power 1,500
Motor Vehicle Expenses
Office Expenses 3,829
Computer Expenses
Other Non Deductible Expenses 12,635
Printing Stationery 1,754 3,299
Postages
Protective Clothing
Purchases
Rent – Office 27,822 27,495
Rent – Warehouse 29,299 20,979
Staff Training Expenses 9,217
Subscriptions 2,152
Telephone Internet 4,673 2,530
Internet Marketing Fees 15,387
Travel 6,375 11,361
Total Operating Expenses 470,971 136,835
Nett profit (loss) before taxation -468,300 -132,468
Taxation Expenses NOTE 2 -179,325 21,291
Net profit (loss) for the period after taxation attributable
to the owners of the company
-288,975 -153,759

F-

ZEECOL LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 31 DECEMBER 2016

Total Comprehensive Income for the period -388975 -153759
Net profit/loss after taxation
Other comprehensive income
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -288975 153759
Transactions with owners of the company in capacity as owners
Issue of ordinary shares
Total transactions with the owners of the company
Opening balance of equity 1 April 2016 -277387 -93933
Closing balance of equity 31 December 2016 -566362 -247692

F-

ZEECOL LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31ST DECEMBER 2016

ASSETS
CURRENT ASSETS
Cash Cash Equivalents
Deferred Expenses
Income Tax Receivable NOTE 3
Trade Other Receivables NOTE 1
Loans Coesus Ltd NOTE 4
GST Receivable
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Work in progress
Property Plant NOTE lc
Loans and Receivabless
Deferred Tax Asset NOTE 2
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
GST Payable
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
Deferred Revenue
Investors Convertible Stock Investments NOTE 4
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
EQUITY
Share Capital
Retained Earnings -566362 -247692
TOTAL EQUITY -566362 -247692
TOTAL LIABILITIES AND EQUITY

F-

Zeecol Limited

Notes to and forming part of the Financial Statements For
the 9 Months Ended 31 December 2016

1. Statement of Accounting Policies

Reporting Entity

Zeecol Limited i3arampanyirxrporatedintewZ

These financial statements have not been prepared for external
use. They are prepared for management purposes only and should
not be relied on for any olher purpose. They are therefore
defined 33 special purpose reports.

Statement of Compliance and Basis of Preparation

The financial statements have been prepared in accordance with
the policies outlined below under Specific Accounting Policies.

The accounting principles recognised as appropriate for Ihe
measurement and reporting of the Statement of Financial
Performance and Statement of Financial Position on a historical
cost basi3 ate followed by the cornpany, unless
otherwise stated in the Specific Accounting Policies.

The information is presented in New Zealand dollars. All values
are rounded to me nearest dollar.

Going Concern

The company is dependent upon Ihe continued support of its
lenders including shareholder advances. The going concern basis
assumes confirmed support of these parties m following financial
periods. The director in determining that ihe financial
statements be prepared on a going concern basis has taken into
account events subsequent to balance date.

Specific Accounting Policies

The following specific accounting policies which materially
affect the measurement of the Statemenl of Financial Performance
and Statement of Financial Position have been applied:

(a) Revenue Recognita!

Revenue 13 recognised when the significant risks and rewards of
ownership have been transferred to the buyer and it
19 probable Ihe company will receive the
previously agreed upon payment.

Deposits received in advance from customers in anticipation of
the future sale of goods are recognised as revenue only when the
above criteria has been met. Until that time they are carried as
deferred revenue.

(b) Trade Recervattes

Trade Receivables are recognised at estimated realisable value.

(c) Property, Rant Equipment

Property, Plant and Equipment are recognised at cost less
aggregate depreciation. Depredation has been calculated using Ihe
maximum rates permitted by the Income Tax Act 2007. Gains and
losses on disposal of fixed assets are taken into account in
determining Ihe operating result for the year. The principal
rates of depreciation are:

Property Improvements – At cost 4-24% DV
Rant Equipment 10-80.4* DV
Motor Vehicles 13 – 30% DV
Furniture Fittings 15.6-30% DV
Office Equpment 15.6-80.4%

F-

Zeecol Limited

Notes to and forming part of the Financial Statements
(continued) For the 9 Months Ended 31 December 2016

(d) Income Tax

Income tax is accounted for using the taxes payable method. The
income lax expense recognised in the Statement of Financial
Performance is the estimated income tax payable in me current
year, adjusled for any differences between the estimated and
actual income tax payable in prior years.

Deferred income tax is provided, using the comprehensive balance
sheet liability method, providing for temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements as per NZIAS12 The
deferred income tax is not accounted tor if it arises from
initial recognition of an asset or liability in a transaction
that at the time of the transaction affects neither accounting
nor taxable profit/loss. Deferred income fax is provided for
using fax rates expected to apply in the period of settlement,
based on tax rates enacted or substantively enacted at balance
date. The carrying amount of deferred tax asseb is reviewed at
each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available
to altow all or part of the deferred income tax asset to be
utilised.

(e) Goods and Services Taxation (GST)

Revenues and expenses have been recognised in the financial
statements exclusive of GST except that irrecoverable GST input
tax has been recognised in association with the expense to which
it relates. All items in the Statement of Financial Position are
stated exclusive of GST except for receivables and payables which
are stated inclusive of GST.

(f) Changes in Accounting Policies

There have been no changes in accounting policies. All policies
have been applied on a basis consistent with those from
previousfinancial statements.

F-

2.Tax Reconciliation 9 Months to 31 December 20169 Months to

9 Months to 31 December 20151

9 Months to I 31 December 1 2015 I $ $
Deficit before Income Tax (468.300 ) (132,468 )
Permanent Differences
Fundraiaing Expenses not Deductible 343,640
Other Non Deductible Expenses 12,635
Total Permanent Differences 343,640 12,635
Tax Losses brought Forward 1 April (164,175 ) (8.012 )
Timing Differences
Total Timing Differences (164,175 ) (8,012 )
Taxable Profit for Income Tax Purposes (288,835 ) (140,480 )
Income Tax Payable at 28c
Deferred Tax Movement 179,325 (21,291 )
Tax Expense for the period 179,325 (21.291 )
Deferred Tax
Opening Balance (98,452 ) (83,796 )
Movement for the Period 179,325 (21,291 )
Closing Balance 80,873 (105,087 )

F-

Zeecol Limited

Notes to and forming part of the Financial Statements
(continued)

For the 9 Months Ended 31 December2016

3. Income Tax Receivable
$ $
Opening Balance 2,647 1.424
Less:
Refmd Received (3.204 )
Plus:
Interest RAT Received 1,223
Income Tax (Receivable) 2,647
4. Related Parties
$ $
Loan – to Coe3us Limited 136,036
Coeus Limited is considered a related party of Zeecol Limited
due to common ownership. Advances have been made during the
year between the two companies. No interest Is charged on
Ihis loan as they are part of a wholly-owned group.
Total Receivables from Related Parties 136,036
Investors Convertible Stock 500,000
The loans can convert at 1:1 on demand of the note holder No
interest Is payable.
Total Payables to Related Parties 500,000
5. These financial statements have not been
audited.

F-

PKF Goldsmith Fox Audit

Chartered Accountants

INDEPENDENT ASSURANCE PRACTITIONERS REVIEW
REPORT

To the Shareholders of Zeecol Limited

We have reviewed the accompanying financial statements of Zeecol
Limited, which comprise the statement of financial position as at
31 December 2016, the statement of changes in equity and the
statement of financial performance for the 9 months then ended,
and a summary of significant accounting policies and other
explanatory information.

Directors Responsibility for the Financial
Statements

The Director is responsible for the preparation and fair
presentation of these financial statements in accordance with the
companys special purpose accounting policies and for such
internal control as the Director determines is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.

Assurance Practitioners Responsibility

Our responsibility is to express a conclusion on the accompanying
financial statements. We conducted our review in accordance with
International Standard on Review Engagements (New Zealand) (ISRE
(NZ)) 2400, Review of Historical Financial Statements Performed
by an Assurance Practitioner who is not the Auditor of the
Entity. ISRE (NZ) 2400 requires us to conclude whether anything
has come to our attention that causes us to believe that the
financial statements, taken as a whole, are not prepared in all
material respects in accordance with the applicable financial
reporting framework. This Standard also requires us to comply
with relevant ethical requirements. A review of financial
statements in accordance with ISRE (NZ) 2400 is a limited
assurance engagement. The assurance practitioner performs
procedures, primarily consisting of making enquiries of
management and others within the entity, as appropriate, and
applying analytical procedures, and evaluates the evidence
obtained. The procedures performed in a review are substantially
less than those performed in an audit conducted in accordance
with International Standards on Auditing (New Zealand).
Accordingly, we do not express an audit opinion on these
financial statements.

Other than in our capacity as assurance practitioner we have no
relationship with, or interests in, Zeecol Limited.

Basis for Qualified Conclusion

The financial statements that are subject to our review are for
the 9 months ended 31 December 2016. We have not reviewed the
comparative information being the 9 month period to 31 December
2015.

Conclusion

Based on our review, except for the possible effects of the
matter described in the Basis for Qualified Conclusion paragraph,
nothing has come to our attention that causes us to believe that
these financial statements do not present fairly, in all material
respects, the financial position of the Zeecol Limited as at 31
December 2016, and of its financial performance for the 9 months
then ended, in accordance with the companys special purpose
accounting policies.

Basis of Accounting

Without modifying our conclusion, we draw attention to Note 1,
statement of accounting policies to the financial statements,
which describes the basis of accounting. The financial statements
have been prepared to provide information to management. As a
result, the financial statements may not be suitable for another
purpose.

Our review was completed on 9 May 2017 and our opinion is
expressed at that date.

Christchurch

New Zealand

F-

(c) Pro forma financial information

The unaudited pro forma condensed combined financial information
is set forth in Item 2.01 above, which information is
incorporated herein by reference.

(d) Exhibits

Exhibit

No.

Description
3.1 Articles of Amendment to the Articles of Incorporation, as
amended, filed with the State of Florida on March 27, 2017,
relating to the Companys name change to Zeecol International,
Inc. (incorporated by reference to Exhibit 3.1 to the
Companys Form 8-K filed with the SEC on March 29, 2017)
3.2*

Articles of Amendment to Articles of Incorporation, as
amended filed with the State of Florida on May 12, 2017,
relating to the designation of Series A Convertible
Preferred Stock

10.1 Promissory Note, issued to Kwok Leung Lee, dated February 8,
2017 (incorporated by reference to Exhibit 10.1 of the
Original Form 8-K)
10.2* IP Agreement by and between the Company and William Mook,
dated May 12, 2017
10.3* Form of Letter of Intent
10.4* Form of Offtake Agreement
10.5* Business Advisory Agreement between Zeecol Limited, Ceous
Limited and Covarrubia Company, dated April 31, 2016
21.1* Subsidiaries of the Company

* Filed herewith



About ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO)

Zeecol International, Inc., formerly Green Dragon Wood Products, Inc., is engaged in the import/export of various species of wood logs, veneers and lumber from the United States, Africa, Europe and Southern China. The Company, through its subsidiaries is engaged in re-sale and trading of wood logs, wood lumber, wood veneer and other wood products in Hong Kong. The raw wood materials, it imports/exports are used in furniture, molding, flooring, furnishings, doors and musical instruments. The Company trades its products to importers or distributors. Its subsidiaries are Green Dragon Industrial Inc. and Green Dragon Wood Products Co., Limited.

ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) Recent Trading Information

ZEECOL INTERNATIONAL, INC. (OTCMKTS:AMOO) closed its last trading session 00.000 at 0.212 with 200 shares trading hands.

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