Imperial X Plc - Audited Results for the Year Ended 30 June 2019 PR Newswire

2 December 2019

Imperial X Plc
(“Imperial” or the “Company”)

Audited Results for the Year Ended 30 June 2019

Dear Shareholder,

Enclosed are the financial results of Imperial X Plc (“Imperial” or the “Company”) and its subsidiaries (together “the Group”) for the year ended 30 June 2019.

During the year the Company investigated a number of investment opportunities in the minerals and oil & gas industries. These due diligence activities did not produce an opportunity the directors believed was suitable of pursuing.

Subsequent to year end and with the support of the Company’s major shareholders a new Board of directors was appointed.  The new Board has a mandate to continue to assess suitable transactions in the medicinal cannabis sector and will consider other sectors if appropriate opportunities arise.

Financial Review

The Group currently only has interest revenue and its cash reserves will be used in the short term to cover compliance costs, initial due diligence and other costs incidental to the identification and development of acquisition opportunities.

Subsequent to the year end the Company raised £346,776 at 0.025p from a range of high net worth investors.  These funds will be used for working capital and to assess investment opportunities. The Company also converted £46,150 of the unsecured convertible loan notes in to 4,615,000 new ordinary shares post year end.

The loss for the year was £309,189 (2018: £100,176). The result for the year ended 30 June 2019 consisted mainly of share option expenses and legal and professional fees.

The directors of the Company do not intend to pay a dividend for the financial year ended 30 June 2019.

Financial Position

The Group’s Statement of Financial Position as at 30 June 2019 and comparatives at 30 June 2018 are summarised below:


                         30 June 2019 30 June 2018

                                    £            £

Current assets                  7,667       26,341

Non-current assets                  -            -

Total assets                    7,667       26,341

Current liabilities           134,272        7,860

Total liabilities             134,272        7,860

Net (liabilities)/assets    (126,605)       18,481



On behalf of the Board, I would like to record our thanks to those who have helped the Company throughout the year.

Kyler Hardy
Chief Executive Officer
Imperial X Plc

29 November 2019

The Directors of the Company accept responsibility for the content of this announcement.

For further information please contact:

Imperial X Plc
Kyler Hardy
Tel: +1 250 877 1394
khardy@cronincapital.com

Peterhouse Capital Limited
Guy Miller
Tel: +44 20 7220 9795

 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2019


                               For the year ended 30 For the year ended 30 June
                                           June 2019                       2018

                          Note                     £                          £

Continuing operations

Administrative expenses                    (309,248)                  (100,183)

Finance income – interest                         59                          7
receivable

Loss before taxation                       (309,189)                  (100,176)

Income tax                 4                       -                          -

Loss for the year                          (309,189)                  (100,176)
attributable to the
equity shareholders of
the parent

Other comprehensive                                -                          -
income for the year, net
of tax

Total comprehensive                        (309,189)                  (100,176)
income for the year
attributable to the
equity shareholders of
the parent

Earnings per share

Basic and diluted loss                       (0.97p)                    (0.32p)
per share attributable to  5
the equity shareholders
of the parent (pence)



The Notes on pages 22 to 32 form an integral part of these Financial Statements.

STATEMENT OF FINANCIAL POSITION

As at 30 June 2019


                                      Group                    Company

                       Note       As at        As at        As at        As at
                            30 June 2019 30 June 2018 30 June 2019 30 June 2018

                                       £            £            £            £

ASSETS

Non-current assets

Investments in          7              -            -           10           10
subsidiaries

Total non-current                      -            -           10           10
assets

Current assets

Trade and other         8          6,335        6,135        6,335        5,535
receivables

Cash and cash                      1,332       20,206        1,299       19,327
equivalents

Total current assets               7,667       26,341        7,634       24,862

TOTAL ASSETS                       7,667       26,341        7,644       24,872

LIABILITIES

Current Liabilities

Trade and other         9        134,272        7,860      135,621        7,860
payables

Total current                    134,272        7,860      135,621        7,860
liabilities

TOTAL LIABILITIES                134,272        7,860      135,621        7,860

NET ASSETS                     (126,605)       18,481    (127,977)       17,012

EQUITY ATTRIBUTABLE TO
OWNERS OF THE COMPANY

Share capital           10       202,786      202,786      202,786      202,786

Share premium           10       876,297      876,297      876,297      876,297

Equity to be issued     10        31,215       27,265       31,215       27,265

Other reserve                    161,753        1,600      161,753        1,600

Retained losses              (1,398,656)  (1,089,467)  (1,400,028)  (1,090,936)

TOTAL EQUITY                   (126,605)       18,481    (127,977)       17,012



The loss for the Company for the year was £309,093 (30 June 2018: loss of £97,521). The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Statement of Comprehensive Income.

The Financial Statements were approved and authorised for issue by the Board of Directors on 29 November 2019 and were signed on its behalf by:

Kyler Hardy
Director

The Notes on pages 22 to 32 form an integral part of these Financial Statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019


Group           Share   Share Equity Shares to    Retained Available     Total
              capital premium  to be be issued      losses  for sale    Equity
                              issued     under               reserve
                                       options

                    £       £      £         £           £         £         £

At 1 July     201,700 855,658      -     1,600   (989,291)         -    69,667
2017

Loss for the        -       -      -         -   (100,176)         - (100,176)
year

Other               -       -      -         -           -         -         -
comprehensive
income for
the year

Total               -       -      -         -   (100,176)         - (100,176)
comprehensive
income for
the year

Issue of        1,086  20,639      -         -           -         -    21,725
ordinary
shares

Equity to be        -       - 27,265         -           -         -    27,265
issued

Balance at 30 202,786 876,297 27,265     1,600 (1,089,467)         -    18,481
June 2018

At 1 July     202,786 876,297 27,265     1,600 (1,089,467)         -    18,481
2018

Loss for the        -       -      -         -   (309,189)         - (309,189)
year

Other               -       -      -         -           -         -         -
comprehensive
income for
the year

Total               -       -      -         -   (309,189)         - (309,189)
comprehensive
income for
the year

Equity to be        -       -  3,950         -           -         -     3,950
issued

Share based         -       -      -   160,153           -         -   160,153
payments

Balance at 30 202,786 876,297 31,215   161,753 (1,398,656)         - (126,605)
June 2019



   


Company         Share   Share Equity to Shares to Retained Available  Total
              capital premium be issued be issued   losses  for sale Equity
                                            under            reserve
                                          options

                    £       £         £         £        £         £      £

At 1 July      201,700 855,658         -     1,600 (993,415)        - 65,543
2017

Loss for the         -       -         -         - (97,521)         - (97,521
year                                                                       )

Other                -       -         -         -        -         -      -
comprehensive
income for
the year

Total                -       -         -         - (97,521)         - (97,521
comprehensive                                                              )
income for
the year

Issue of         1,086  20,639         -         -        -         - 21,725
ordinary
shares

Equity to be         -       -    27,265         -        -         - 27,265
issued

Balance at 30  202,786 876,297    27,265     1,600 (1,090,93        - 17,012
June 2018                                                6)

At 1 July      202,786 876,297    27,265     1,600 (1,090,93        - 17,012
2018                                                     6)

Loss for the         -       -         -         - (309,093)        - (309,09
year                                                                      3)

Other                -       -         -         -        -         -      -
comprehensive
income for
the year

Total                -       -         -         - (309,093)        - (309,09
comprehensive                                                             3)
income for
the year

Equity to be         -       -     3,950         -        -         -  3,950
issued

Share based          -       -         -   160,153        -         - 160,153
payments

Balance at 30  202,786 876,297    31,215   161,753 (1,400,02        - (127,97
June 2019                                                9)               8)



The Notes on pages 22 to 32 form an integral part of these Financial Statements.

STATEMENT OF CASH FLOWS

For the year ended 30 June 2019


                                                  Group            Company

                                       Note     2019     2018     2019     2018

                                                   £        £        £        £

Cash flows from operating activities     11 (68,925) (72,474) (68,079) (69,819)

Net cash used in operating activities       (68,925) (72,474) (68,079) (69,819)

Cash flows from investing activities

Interest received                                 51        7       51        7

Net cash generated from investing                 51        7       51        7
activities

Cash Flows from financing activities

Proceeds from loan notes issued               50,000        -   50,000        -

Proceeds from issue of shares                      -   20,000        -   20,000

Net cash generated from financing             50,000   20,000   50,000   20,000
activities

Net (decrease) in cash and cash             (18,874) (52,467) (18,028) (49,812)
equivalents

Cash and cash equivalents at beginning        20,206   72,673   19,327   69,139
of year

Cash and cash equivalents at end of            1,332   20,206    1,299   19,327
year



The Notes on pages 22 to 32 form an integral part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

General Information

The Company is a public limited company incorporated and domiciled in England (registered number: 6275976), which is listed on the NEX Exchange. The registered office of the Company is 6th Floor, 60 Gracechurch Street, London, EC3A 0HR.

Summary of significant accounting policies

The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of Preparation of Financial Statements

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets at fair value through other comprehensive income.

Imperial X plc, the legal Parent, is domiciled and incorporated in the United Kingdom. The functional currency of Imperial X plc and its subsidiary undertaking is £ sterling.

The Financial Statements are presented in sterling (£), rounded to the nearest pound.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Group and Company’s accounting policies.

Basis of consolidation   

The Group Financial Statements consolidate the Financial Statements of Imperial X plc and the Financial Statements of its subsidiary undertaking made up to 30 June 2019.

Subsidiaries are entities over which the Group has control.  The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The cost of acquisition is measured as the fair value of the assets acquired, equity instruments issued, and liabilities acquired or assumed at the date of exchange. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Changes in accounting policy and disclosures

  1. New and amended standards adopted by the Company:

     As of 1 July 2018, the Company has adopted IFRS 9 and IFRS 15.

     The Company adopted IFRS 9, Financial Instruments (‘IFRS 9’), which
     replaced IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9
     addresses the classification, measurement and recognition of financial
     assets and liabilities.

     The Company reviewed the financial assets and liabilities reported on its
     Statement of Financial Position and completed an assessment between IAS 39
     and IFRS 9 to identify any accounting changes. The financial assets subject
     to this review were intercompany loans receivable. The financial
     liabilities subject to this review were intercompany loans payable and
     convertible loan notes. Based on this assessment of the classification and
     measurement model, there were no changes to classification and measurement
     other than changes in terminology.

     IFRS 15 requires an expected quantitative impact of the application of IFRS
     15 to be included within the financial statements. The Group and Company
     have no revenue and as such there is no impact of IFRS 15.

     Of the other IFRSs and IFRICs adopted in 2019, none have had a material
     effect on the Group or Company’s Financial Statements.

     (b) New and amended standards issued but not yet effective and not early
     adopted:

     Standards, amendments and interpretations that are not yet effective and
     have not been early adopted are as follows:



Standard            Impact on initial application               Effective date

IFRS 16             Leases                                      1 January 2019

IFRIC 23            Uncertainty over Income Tax treatments      1 January 2019

IFRS 9 (Amendments) Prepayment features with negative           1 January 2019
                    compensation

IAS 28 (Amendments) Long term interests in associates and joint 1 January 2019
                    ventures

2015-2017 Cycle     Annual improvements to IFRS Standards       1 January 2019

IFRS 3 (Amendments) Business combinations                       *1 January 2020



*subject to EU endorsement

Of these IFRSs and IFRICs, none are expected to have a material effect on future Group financial statements.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.  This definition is also used for the Statement of Cash Flows.

Financial instruments

Financial assets and financial liabilities are recognised when the Group and Company become party to the contractual provisions of the instrument.  Financial assets are derecognised when the contractual right to the cash flow expires or when all the risks and rewards of ownership are substantially transferred.  Financial liabilities are derecognised when the obligations specified in the contract are either discharged or cancelled.

Financial assets

The Group and Company classify their financial assets into one of the following categories, depending on the purpose for which the asset was acquired.  The classification depends on the purpose for which the financial assets were acquired. Financial assets are either held at amortised cost, fair value through profit or loss; or fair value through other comprehensive income. Management determines the classification of its financial assets at initial recognition. The Group’s and Company’s accounting policy for each category is as follows:

  1. Loans and receivables


These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They incorporate various types of contractual monetary assets, such as advances made to affiliated entities which give rise to other receivables and cash and cash equivalents includes cash in hand and deposits held at call with banks.  Other receivables are carried at amortised cost less any provision for impairment, as the contracted cashflows solely relate to the payment of principal and interest. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty) that the Group and Company will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.          

Financial liabilities

The Group's financial liabilities, which consist of trade and other payables are initially stated at fair value and subsequently at their amortised cost using the effective interest method.

Compound financial instruments issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder.  The number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to their initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. 

Taxation

Current tax is the tax currently payable or receivable based on the taxable loss for the year.

Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss.  Deferred tax is determined using tax rates and laws that have been substantially enacted by the Statement of Financial Position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.

Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.  Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  If not, they are presented as non-current liabilities.

Going Concern

The Group and Company’s business activities together with the factors likely to affect their future development, performance and position are set out in the Chairman’s Statement. In addition, Note 2 to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis notwithstanding that the Group incurred a net loss of £309,189 during the year ended 30 June 2019. The Directors have concluded that the going concern assumption is appropriate.

The Company raised £346,776 subsequent to the year end, by way of issuance of new ordinary shares. The Directors deem this to be sufficient to fund the working capital requirements of the Group through the going concern period.

The Directors have a reasonable expectation that the Group and Company will have access to adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.

NOTE 1: CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Estimated impairment of loan receivable

The Group and Company has assessed whether the loan receivable from Symerton Holdings S.A. continues to be fully impaired based upon all available information, which includes assumptions and judgments regarding circumstances in the future, which could have an impact upon recoverability (see Note 8).

Estimate of Share Option Valuation

The Group has made awards of options and warrants over its unissued share capital to certain Directors and consultants as part of their remuneration package and service performed.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates.  These assumptions have been described in more detail in Note 10.

NOTE 2: FINANCIAL RISK MANAGEMENT

Capital Management

The Group’s objectives when managing capital are to safeguard the Group and Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Treasury policy and financial instruments

During the years under review, the only financial instruments were cash and cash equivalents and other receivables which were or will be required for the normal operations of the Group.

The Group operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy.  The Board approves all decisions on treasury policy.

The Company has raised funds to finance future activities through the placing of shares, together with share options and warrants. There are no differences between the book value and fair value of the above financial assets. The risks arising from the Group’s financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Liquidity and interest rate risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control by the Directors of the Company in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Group’s resources whilst ensuring there is limited risk of loss to the Group.

Credit Risk

Credit risk arises from cash and cash equivalents. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The long-term Moody’s credit rating of HSBC Bank Plc is Aa3.

NOTE 3:  EXPENSES BY NATURE         


                                                    Group

                                    For the year For the year ended 30 June 2018
Loss on ordinary activities   ended 30 June 2019
before tax is stated after
charging:

                                               £                               £

Fees payable to the Company’s              7,000                           5,000
auditor for the audit of the
Group and Company’s annual
financial statements



NOTE 4:  TAXATION ON LOSS FROM ORDINARY ACTIVITIES


                                                   Group

                           For the year ended 30 June For the year ended 30 June
                                                 2019                       2018

                                                    £                          £

Loss before tax                             (309,189)                  (100,176)

Tax on loss for the year                     (58,746)                   (19,033)
multiplied by the UK
corporation tax rate of
19% (2018: 19%)

Tax losses carried forward                     26,395                     19,033
on which no deferred tax
asset has been recognised

Expenses not deducted for                      32,351                          -
tax purposes

Tax charge for the year                             -                          -



The Group has carried forward excess management expenses and trade losses of approximately £591,000       (2018: £492,000) available to carry forward against future taxable profits. A deferred tax asset of approximately £101,000 (2018: £116,000) has not been recognised because of uncertainty over the timing of future taxable profits against which the losses may be offset.

NOTE 5:  EARNINGS PER SHARE

The calculation of the basic loss per share of 0.97 pence is based on the loss attributable to ordinary shareholders of £309,189 and on the weighted average number of ordinary shares of 31,831,250 in issue during the year.

In accordance with IAS 33, no diluted earnings per share is presented as the effect on the exercise of share options or warrants would be to decrease the loss per share.

Details of share options and warrants that could potentially dilute earnings per share in future periods are set out in Note 10.

NOTE 6:  DIRECTORS AND EMPLOYEES

The total number of Directors who served in the year was 5 (2018: 2). There are no other employees of the Group.

The following amounts were paid during the year to Directors:


                                Group

                              2019   2018

                                 £      £

Directors Fees and Salaries 93,395 39,600

                            93,395 39,600



Amounts included in Directors fees and salaries include £76,895 (2018 £Nil) in relation to share option charges. Details of the Share Option charges can be found in Note 10.

NOTE 7:  INVESTMENT IN SUBSIDIARIES


                                       Company

                                      2019 2018

                                         £    £

Cost at the start and end of the year   10   10



Investments in group undertakings are stated at cost which is the fair value of the consideration paid.

Details of subsidiary undertaking

Details of the subsidiary undertaking at 30 June 2019 are as follows:


Name                       Registered Office          Proportion of ownership
                                                     interest and voting rights

Imperial Minerals (UK)     6th Floor, 60 Gracechurch            100%
Limited – the nature of    Street, London, EC3V 0HR
business is to make
investments in the Group’s
chosen business sector.



NOTE 8:  TRADE AND OTHER RECEIVABLES


                                               Group              Company

                                             2019      2018      2019      2018

                                                £         £         £         £

Non-current

Amounts due from subsidiary undertaking         -         -    97,818    97,818

Provision for impairment                        -         -  (97,818)  (97,818)

                                                -         -         -         -

Current

Loan receivable                           119,468   119,468   119,468   119,468

Provision for impairment to loan        (119,468) (119,468) (119,468) (119,468)

VAT receivable                                  -     4,410         -     3,810

Prepayments                                 6,335     1,725     6,335     1,725

                                            6,335     6,135     6,335     5,535



The fair value of all current receivables is as stated above.

On 20 December 2014 the Company entered into a loan agreement with Symerton Holdings S.A (“Symerton”) in which the Company lent Symerton US$150,000 (equivalent to £95,417). The loan is unsecured and bears an interest rate of 12% per annum.  The Directors have fully impaired the loan and considered the loan unrecoverable.

The maximum exposure to credit risk at the year-end date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. Except for the above-mentioned loan, trade and other receivables are all denominated in £ sterling.

NOTE 9: TRADE AND OTHER PAYABLES


                                   Group        Company

                                  2019  2018    2019  2018

                                     £     £       £     £

Current

Trade payables                  55,124 2,860  55,124 2,860

Accruals and other payables     25,836 5,000  27,185 5,000

Convertible loan notes payable  53,312     -  53,312     -

                               134,272 7,860 135,621 7,860



Imperial X Plc issued a convertible loan note from 31 October 2018 intending to issue up to £300,000 nominal of unsecured convertible notes, which are convertible into ordinary shares at a conversion price of £0.01 each and with interest at a rate of 10% per annum. The conversion of the loan is at the option of the lender. An initial £50,000 of Loan Notes was subscribed immediately and the proceeds were utilised to fund the Group’s general working capital requirements. The repayment date is one year from draw down, being 1 October 2019 for the amounts in issue at the year end.

NOTE 10:  SHARE CAPITAL


                                     As at              As at
                                  30 June 2019       30 June 2018

                                   Number       £     Number       £

Allotted and called up:

Ordinary Shares of £0.001 each 31,831,250  31,831 31,831,250  31,831

Deferred Shares of £0.009 each 18,995,000 170,955 18,995,000 170,955

                                          202,786            202,786



The holders of the deferred shares have no right to attend or vote at any general meeting and the shares carry no right to receive any dividend or distribution on winding up.

Share capital and share premium


                                    Group and Company

Issued          Number of shares Ordinary shares  Share premium     Total
                                               £              £         £

At 30 June 2018       31,831,250         202,786        876,297 1,079,083

At 30 June 2019       31,831,250         202,786        876,297 1,079,083



Other reserves

Other reserves consist of:

Equity to be issued

As at 30 June 2019 various creditors to the Company, to the value of £31,215 (2018: £27,265), have agreed to have their obligations satisfied by a future issue of share equity. These shares were not issued as at 30 June 2019. The number of shares to be issued will be determined by reference to the fair value of the share at the time of issue.

Share option and warrant reserve

As at 30 June 2019 £161,753 (2018: £1,600) is included in a share option reserve in relation to the below options and warrants in issue as at the year end.

Options and warrants in issue

The outstanding share options and warrants as at 30 June 2019 are shown below:


                                Number Weighted average exercise price (£)

Issued 9 December 2016         875,000                                0.04

Issued 13 January 2017       5,000,000                                0.04

Exercisable at 30 June 2018  5,875,000                                0.04

Issued 7 January 2019          636,625                                0.02

Issued 8 January 2019        4,774,686                                0.01

Exercisable at 30 June 2019 11,286,311                                0.03



   


                                 30 June 2019

       Range of       Weighted        Number of       Weighted Weighted average
exercise prices        average options/warrants        average   remaining life
            (£) exercise price                  remaining life      contracted
                           (£)                       expected           (years)
                                                       (years)

          0.01p          0.01p        4,774,868            4.5              4.5
          0.02p          0.02p          636,625            4.5              4.5

          0.04p          0.04p        5,000,000           2.54             2.54
          0.04p          0.04p          875,000            0.5              0.5



   


                                 30 June 2018

       Range of       Weighted        Number of       Weighted Weighted average
exercise prices        average options/warrants        average   remaining life
            (£) exercise price                  remaining life      contracted
                           (£)                       expected           (years)
                                                       (years)

          0.04p          0.04p        5,000,000           3.54             3.54
          0.04p          0.04p          875,000            1.5              1.5



The valuation of the warrants issued in the year was carried out using the Black Scholes model. Key assumptions used in the valuation included; volatility of 20% (2018: 20%), continuous growth rate of 0.53% (2018: 0.53%), dividend yield 0% (2018: 0%) and time to maturity of 5 years (2018: 5 years)

        NOTE 11: NOTES TO THE CASH FLOW STATEMENT


                                                 Group             Company

                                               2019      2018      2019     2018

                                                  £         £         £        £

Reconciliation of loss from operations to
cash flows from operating activities

Loss from operations                      (309,189) (100,176) (309,093) (97,521)

Interest receivable                            (51)       (7)      (51)      (7)

Share based payments                        160,153    28,990   160,153   28,990

Share options expense                         3,950         -     3,950        -

(Increase) in trade and other receivables   (1,549)   (4,783)     (799)  (4,783)

Increase in trade and other payables         77,761     3,502    77,761    3,502

Cash flow from operating activities        (68,925)  (72,474)  (68,079) (69,819)



NOTE 12:SUBSEQUENT EVENTS

Part of the convertible loan notes at 30 June 2019 were converted into shares post year end on 06 August 2019. £46,150 was converted and the number of shares issued was 4,615,000 to Charlie Morgan

NOTE 13: RELATED PARTIES

During the year the Company charged its subsidiary undertaking £Nil (2018: £12,000) for the provision of advisory services. The amount receivable from the subsidiary undertaking as at 30 June 2019 of £97,818 has been fully impaired (2018: receivable of £97,818 fully impaired).

During the year, the Company received amounts totalling £1,350 (2018: £Nil) from its subsidiary undertakings in order to fund working capital requirements, the full amount remained payable at the year end.

Details of the directors’ remuneration can be found in Note 6. Key Management Personnel are considered to be the directors.

Amounts totalling £4,800 (2018: £Nil) were paid to Jeremy Sturgess-Smith, related party by way of family relation to M Sturgess, for company secretarial and administrative work during the year. The amount outstanding owing to Jeremy at the year-end was £2,400 (2018: £ Nil)

An amount was paid to Fezile Mzazi for professional fees totalling £1,200 (2018: £Nil).

NOTE 14:  ULTIMATE CONTROLLING PARTY

The Directors believe there to be no ultimate controlling party.