Final results for the year ended
During the year under review your Board has been working towards producing secure bond investments where the instrument is fully secured by re-insurance or by tangible assets. The work continues to progress and your Board expects to be able to make an announcement in the second or third quarter of the new financial year.
Post year end your directors have re-opened the 7.5% 2020 Unsecured Loan Note and to the date of these accounts, a total sum of £320,000 has been received and further subscriptions are anticipated before the closing date of
I look forward to the future with enthusiasm and thank all my colleagues and our professionals for their support and advice.
I also thank you all as shareholders for your continuing support.
The directors of
For further information please contact:
Tel: 07718 883813
NEX Corporate Adviser:
Nick Michaels: 020 7251 3762
The financial information set out below does not constitute the Group’s statutory accounts for the year ended
The financial information has been extracted from the statutory accounts of
“Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which explains that the company is dependant upon ongoing fundraising and forecast revenue streams to commercialise and develop its core businesses. These events or conditions along with other matters as set forth in note 2, indicate that a material uncertainty exists that may cast doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter."
The Annual Report of
for the year ended
2018 2017 GBP GBP Notes Continuing operations: Operating expenses (340,268) (190,440) Impairment of investments (44,390) - Operating loss and loss before taxation (384,658) (190,440) Taxation expense - - Loss for the year, attributable to owners of the (384,658) (190,440) Company Loss per share attributable to owners of the Company pence pence during the year Basic and diluted Total and continuing operations 3 (11.1) (7.1)
Statement of Financial Position
2018 2017 Notes GBP GBP Non-current assets Available for sale investments 112,500 112,500 Current assets Trade and other receivables - 7,800 Cash and cash equivalents 2,154 622 Total current assets 2,154 8,422 Total assets 114,654 120,922 Equity Share capital 194,116 193,223 Share premium 954,574 866,103 Share option reserve 80,300 13,160 Investment revaluation reserve 100,184 100,184 Retained earnings (1,563,469) (1,178,811) Equity attributable to owners of the Company and (234,295) (6,141) total equity Current liabilities Trade and other payables 348,949 127,063 Total equity and liabilities (114,654) 120,922
Statement of Cashflows
for the year ended
2018 2017 Notes GBP GBP Operating activities Loss before tax (384,658) (190,440) Share based payment 67,140 - (Increase)/decrease in trade and other receivables 7,800 - Increase/(decrease) in trade and other payables 221,886 78,597 Net cash flow from operating activities (87,832) (111,843) Investing activities Proceeds from sale of available-for-sale assets - 23,310 Net cash flow from investing activities - 23,310 Financing activities Proceeds from issue of shares 89,364 86,487 Net cash flow from financing activities 89,364 86,487 Net increase / (decrease) in cash and cash equivalents 1,532 (2,046) Cash and cash equivalents at start of year 622 2,668 Cash and cash equivalents at the end of the 2,154 622 year/period Cash and cash equivalents comprise: Cash and cash in bank 2,154 622 Cash and cash equivalents at end of year/period 2,154 622
Notes to the Financial Statements
for the year ended
1 General information
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.
2 Accounting policies
Basis of preparation
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), and IFRIC interpretations as adopted in the
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 Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumption and estimates are significant to the Financial Statements, are disclosed later in these accounting policies.
The financial statements are presented in sterling (£).
During the period, the Company made a loss of £384,658 and at the year-end had current liabilities of £348,949. The cash balance at the year-end was £2,154, post year end the Company has generated £320,000 by the issue of loan notes, so at the time of signing of these accounts there are sufficient funds for the next 12 months and beyond.
The Chairman’s statement has explained the current fundraising activities, therefore, the directors have formed the opinion that with the revenue streams from bond issuances, the eradication of debt and the inflow of funds from the conversion of warrants, the Company will secure adequate funds for the working capital requirements of the Company in the foreseeable future. Further, this will ensure that adequate arrangements will be in place to enable the settlement of their financial commitments as and when they fall due.
For this reason, the directors continue to adopt the going concern basis in preparing the financial statements. Whilst there are inherent uncertainties in relation to future events, and therefore no certainty over the outcome of the matters described, the directors consider that, based on financial projections and dependent on the success of their efforts to complete these activities, the Company will be a going concern for the next 12 months.
Changes in accounting policy
During the financial year, the Company has adopted the following new and amended IFRS and IFRIC interpretations that are mandatory for current financial year:
Amendments to IAS 7 Disclosure Initiative Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses Annual Improvements to IFRS standard Amendments to IFRS 12 Disclosure of 2014- 2016 Interest in Other Entities
The impact of adopting the above amendments had no material impact on the financial statements of the Company.
The following standards, amendments and interpretations applicable to the Company are in issue but are not yet effective and have not been early adopted in these financial statements. They may result in consequential changes to the accounting policies and other note disclosures. We do not expect the impact of such changes on the financial statements to be material. These are outlined in the table below:
IFRS 5 Non-current assets held for sale and discontinued operations
IFRS 7 Financial instruments
IFRS 9 Financial instruments
IFRS 10 (amended) Consolidated Financial Statements
IFRS 11 (amended) Joint Arrangements
IFRS 12 (amended) Disclosure of Interests in Other Entities
IFRS 14 Regulatory deferral accounts
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
IFRS 17 Insurance Contracts
IAS 1 (amended) Presentation of Items of Other Comprehensive Income
IAS 16 & 41 (amended) Property, Plant and Equipment
IAS 19 Employee benefits
Key estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
The only estimates and assumptions that may cause material adjustment to the carrying value of assets and liabilities relate to the valuation of unquoted investments. These are valued in accordance with the techniques set out in the accounting policy for ‘Available for sale investments’ on page 15.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is the tax currently payable based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the group is able to control the reversal of the temporary difference and it I probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that the temporary difference will not reverse in the foreseeable future.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit or loss income statement, except where they relate to items that are recognised in other comprehensive income in which case the related deferred tax is also charged or credited directly to equity.
A segment is a distinguishable component of the Company’s activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.
As the chief operating decision maker reviews financial information for and makes decisions about the Company’s investment activities as a while, the directors have identified a single operating segment, that of developing secure bond investment.
The Company’s financial assets comprise investments held for trading, associated undertakings, cash and cash equivalents and loans and receivables.
Available for sale Investments
Investments are initially measured at fair value plus incidental acquisition costs. Subsequently they are measured at fair value in accordance with IAS 39. In respect of quoted investments, this is either the bid price at the period end date of the last traded price or the last traded price, depending on the convention of the exchange on which the investment is quote, with no deduction for any estimated future selling cost. Unquoted investments are valued by the directors using primary valuation techniques such as recent transactions, last price and net asset value.
Investments are recognised as available-for-sale financial assets. Gains and losses on measurement are recognised in other comprehensive income except for impairment losses and foreign exchange gains and losses on monetary items denominated in a foreign currency, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.
The Company assesses at each period end date whether there is any objective evidence that a financial assets or group of financial assets classified as available-for-sale has been impaired. An impairment loss is recognised if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset. A significant or prolonged decline in the fair value of a security below its cost shall be considered in determining whether the asset is impaired.
When a decline in the fair value of a financial asset held as available-for-sale has been previously recognised in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss is removed from other comprehensive income and recognised in profit or loss. The loss is measured as the difference between the cost of the financial asset and its current fair value less any previous impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and current and deposit balances deposits at banks, together with other short-term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
The investment revaluation reserve represents the difference between the purchase costs of the available-for-sale investments less any impairment charge and the market value of those investments at the accounting date.
Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.
Financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument. All interest related charges are recognised as an expense in finance cost in the income statement using the effective interest rate method. The Company’s financial liabilities comprise trade and other payables.
Trade payables are
3 Earnings per share
The basic and diluted earnings per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.
2018 2017 GBP GBP Earnings Loss for the purposes of basic and fully diluted loss per (384,658) (190,440) share Number of shares Weighted average number of shares for calculating basic and fully diluted 3,455,865 2,682,971 earnings per share 2018 2017 Pence pence Earnings per share Basic and fully diluted loss per share (11.1) (7.1)
In 2017 the Company issued up to £100,000 warrants, during the year the Company received notice from the holders of 75,000 warrants to convert them into 75,000 ordinary shares for a consideration of £7,500.