Quetzal Capital Plc
(“Quetzal” or the "Company")
Final Audited Financial Statements
Year Ended 30 June 2022
Chairman’s Statement
The financial results for the twelve months ended 30 June 2022 show a loss of £306,163 (2021: £71,915). The net assets as at 30 June 2022 were £2,858,850 (2021: £3,160,034).
In January 2022, the Board appointed Tony Quirke as a Non-Executive Director. Tony has led successful teams and start-ups in the fintech sector and is a FCCA qualified accountant and FCA approved person.
In December 2021, Quetzal agreed to subscribe for Convertible Loan Notes (“CLNs”) of £1 each in Tap Global Limited (“Tap”), for an aggregate amount of £1,500,000. Under the terms of the CLNs, Quetzal has the right to subscribe for up to a further 500,000 additional CLNs of £1 each at any point before 31 October 2022. Should the CLNs convert they will do so at a 50% discount to the valuation of Tap at a conversion event which would involve the acquisition of the entire issued share capital of Tap by Quetzal. The CLNs are secured over assets in Tap and its wholly owned subsidiaries. The funding will assist Tap’s continued rapid expansion with over 100,000 registered users now using Tap’s platform.
Tap has signed a call option in favour of Quetzal that gives the Company the right to acquire 100% of the issued share capital of Tap, subject to certain terms being agreed on a Sale and Purchase Agreement (“SPA”). One such term will be the achievement of a minimum valuation for Tap of £26.5m as a result of any conversion event. Should the Call Option be exercised by Quetzal and the SPA is agreed, such a transaction would constitute a Reverse Takeover under the AQSE Access Growth Market Rules. There is no guarantee that the Call Option will be exercised, nor that terms of a subsequent SPA will be agreed.
Events after the end of the reporting period
The directors have received a number of approaches and identified several potential business opportunities for the Company. The directors are presently evaluating a number of potential transactions and look forward to informing shareholders and the market further as and when this is appropriate.
On behalf of the Board of directors, I thank both long-term and new shareholders for their support.
John Edward Taylor
Business Review
The results for this year reflect a targeted review and ultimately the identification of Tap Global in which the Company has made a significant investment. The Board is encouraged by the progress Tap has made in regard to its unique platform in the past few months, both in terms of technology enhancements and user capture. The Board is keenly monitoring how the addition of several recent and upcoming enhancements, including the roll out of corporate accounts and the incorporation of ten further token assets, will impact the usage of the platform going forwards. The Board is in a constant review process of Tap’s progress, generally, in order to be in a position to make an informed decision on whether to trigger the acquisition option, which would lead to a Reverse Takeover of Tap and its subsidiaries.
The financial results for the year ended 30 June 2022 show a loss of £306,163 compared to a loss for the same period in 2021 of £71,915. The net assets at 30 June 2022 were £2,858,850 (2021: £3,160,034).
Dividends
The directors do not recommend the payment of a dividend.
Enquiries:
Quetzal Capital Plc
Fungai Ndoro
Tel: +44 (0)20 3813 0175
AQSE Growth Market Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Tel: +44 (0)20 7469 0930
Public and Investor Relations
Vigo Consulting
Ben Simons / Charlie Neish
Tel: +44 (0)20 7390 0230
Statement of Comprehensive Income
Year Ended 30 June 2022
| 2022 | 2021 | ||
| £ | £ | ||
| Turnover | 50,000 | - | |
| Administrative expenses | (371,792) | (68,803) | |
| Operating profit / (loss) | (321,792) | (68,803) | |
| Interest payable and similar expenses | - | - | |
| Profit / (loss) before taxation | (321,792) | (68,804) | |
| Tax on profit / (loss) | 15,629 | (3,112) | |
| Profit / (loss) for the financial year and total comprehensive income | (306,163) | (71,915) |
| Earnings per share | (0.018)p | (0.087)p | |
| Diluted earnings per share | (0.018)p | (0.076)p |
All the activities of the Company are from continuing operations and investments.
Statement of Financial Position
Year Ended 30 June 2022
| 2022 | 2021 | ||
| £ | £ | ||
| Fixed assets | |||
| Investments | 1,987 | 2,279 | |
| 1,987 | 2,279 | ||
| Current assets | |||
| Debtors | 102,078 | 71,628 | |
| Financial assets | 1,815,320 | 267,930 | |
| Cash and cash equivalents | 1,066,912 | 2,841,679 | |
| Total current assets | 2,984,310 | 3,181,237 | |
| Creditors: amounts falling due within one year | 139,964 | 20,370 | |
| Net current assets | 2,844,346 | 3,160,867 | |
| Total assets less current liabilities | 2,846,333 | 3,163,146 | |
| Provisions | 12,517 | (3,112) | |
| Net assets | 2,858,850 | 3,160,034 | |
| Capital and reserves | |||
| Called up share capital | 1,701,243 | 1,701,243 | |
| Share premium | 4,687,681 | 4,687,681 | |
| Option & warrant reserve | 14,099 | 9,120 | |
| Profit & loss accounts | (3,544,173) | (3,238,010) | |
| Shareholders’ funds/ (deficit) | 2,858,850 | 3,160,034 |
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
Fungai Ndoro
Director
2022
Statement of Changes in Equity
Year Ended 30 June 2022
| Called up Share Capital | Share Premium | Other Reserves | Profit & Loss Account | Total | |
| £ | £ | £ | £ | £ | |
| As at 1 July 2020 | 1,552,202 | 1,572,336 | - | (3,166,095) | (41,557) |
| Total comprehensive profit for the year | - | - | - | (71,915) | (71,915) |
| Issue of shares | 149,041 | 3,115,345 | - | - | 3,264,386 |
| Option & warrant reserve | - | - | 9,120 | - | 9,120 |
| Balance at 30 June 2021 | 1,701,243 | 4,687,681 | 9,120 | (3,238,010) | 3,160,034 |
| Called up Share Capital | Share Premium | Other Reserves | Profit & Loss Account | Total | |
| £ | £ | £ | £ | £ | |
| As at 1 July 2021 | 1,701,243 | 4,687,681 | 9,120 | (3,238,010) | 3,160,034 |
| Total comprehensive profit for the year | - | - | - | (306,163) | (306,163) |
| Option & warrant reserve | - | - | 4,979 | - | 4,979 |
| Balance at 30 June 2022 | 1,701,243 | 4,687,681 | 14,099 | (3,544,173) | 2,858,850 |
| 2022 £ |
2021 £ |
||
| Cash flows from operating activities | |||
| Profit / (loss) after taxation for the financial year | (306,163) | (71,915) | |
| Adjustments for: | |||
| Tax on profit / (loss) | (15,629) | 3,112 | |
| Share option charge | 4,979 | 9,120 | |
| Fair value adjustment of listed shares | 82,552 | (16,472) | |
| Profit on disposal of investments | (162,769) | - | |
| Changes in: | |||
| Trade and other debtors | (27,338) | (64,133) | |
| Trade and other creditors | 119,594 | (30,869) | |
| Cash generated from operations | (304,774) | (171,157) | |
| Interest paid | - | - | |
| Net cash used in operating activities | (304,774) | (171,157) | |
| Cash flows from investing activities | |||
| Purchase of Convertible Loan Note | (1,500,000) | - | |
| Purchase of investments | (612,875) | (251,550) | |
| Sales of investments | 645,994 | - | |
| Net cash used in investing activities | (1,466,881) | (251,550) | |
| Cash flows from financing activities | |||
| Tax paid | (3,112) | - | |
| Share issue | - | 3,470,124 | |
| Share issue expenses paid | - | (205,738) | |
| Net cash used in financing activities | (3,112) | 3,264,387 | |
| Increase / (Decrease) in cash and cash equivalents | (1,774,767) | 2,841,679 | |
| Cash and cash equivalents at beginning of the year | 2,841,679 | - | |
| Cash and cash equivalents at the end of the year | 1,066,912 | 2,841,679 |