Tap Global Group Plc Final Results for the Year Ended 30 June 2023

 
TIDMTAP 
 
28 December 2023 
 
Tap Global Group plc 
 
Final Results for the Year Ended 30 June 2023 
 
Significant growth in user numbers and revenue following a transformative period 
 
Tap Global Group Plc (https://investor.tap.global/) (AQSE: 
TAP (https://www.aquis.eu/companies/TAP)), the cryptocurrency app bridging the 
gap between traditional finance and blockchain technology, is pleased to present 
its results for the year ended 30 June 2023 ("FY23"). References herein to "Tap 
Group", the "Group" or the "Company" refer to Tap Global Group Plc (formerly 
Quetzal Capital Plc), whereas references to "Tap" refer to Tap Global Limited 
and/or Tap Technologies Limited which were acquired by the Group during FY23 on 
9 January 2023 (see "Important note" below for further details). 
 
Group Financial Highlights 
 
                         2023                 2022 
                         £                    £ 
Trading Payment Volume*      181,568,624      - 
Trading Revenue                   1,678,602   - 
Other Revenue                        337,484      50,000 
Total Revenue                    2,016,086        50,000 
Trading Margin           0.92%                - 
Adjusted EBITDA**        (363,363)            (313,169) 
EBITDA                   (782,838)            (321,793) 
Loss After Tax           (1,074,640)          (306,163) 
 
  · Group trading payment volume was £181.6m (2022: £0) 
  · Group total revenue was £2.0m (2022: £0.05m), reflecting six months of 
trading from Tap since January 2023 
  · Tap's full year (1 July 2022 to 30 June 2023) revenue was £2.5m (FY22: 
£0.9m), an increase of 176% 
  · Group adjusted EBITDA loss was £0.4m (2022: £0.3m) 
  · An overall loss after tax of £1.1m for the year (2022: £0.3m), with Tap 
contributing a profit after tax whilst part of the Group, of £0.4m 
  · Cash position increased to £2.3 million (FY22: £1.1 million) 
 
Operational Highlights 
 
  · Tap Group relisted on Aquis Stock Exchange via a Reverse Takeover ("RTO") of 
Tap in January 2023 and raised £3.1 million in gross proceeds as part of the 
RTO, primarily from strategic investors already active in cryptocurrency 
projects and businesses 
  · Tap registered users increased by 82% to 162,000 (FY22: 89,000) 
  · Tap coins listed on the platform increased by 133%, taking the total to 42 
cryptocurrencies (FY22: 18) 
  · Tap trading volume for the full year significantly increased by 335% to 
£207m (2022: £47m) 
  · Tap maintained its geographic footprint of 44 countries throughout the 
period 
 
  · Tap secured a deal with Bitfinex, one of the world's leading crypto 
exchanges, in January 2023 for the provision of Cards as a Service to users of 
Bitfinex who can opt in for a Mastercard managed by Tap 
  · David Hunter was appointed as Group Chairman and Kriya Patel as Tap CEO in 
May 2023 
 
Post Year-End Trading Update to 30 November 2023 & Outlook 
 
  · Revenue for the five-month period was £1.0m - lower than the recent run-rate 
reflecting a temporary pause in UK trading while Tap successfully adapted to the 
regulatory environment 
  · Cash at 30 November 2023 remained in line with year-end cash at £2.3m 
  · Registered users exceeded 250,000 at 30 November 2023 
  · Tap Group announced an agreement to launch in the US (expected to occur in 
Q1 2024) through a partnership with Zero Hash LLC, a Chicago-based B2B2C crypto 
infrastructure platform, ensuring the requisite regulatory coverage for the new 
US business 
 
David Hunter, Chairman of Tap Group, commented: 
 
"Since joining the Board, I have been highly impressed with a great deal of what 
I have seen in Tap Group. It enjoys an immensely dynamic and imaginative 
executive team that is constantly seeking to explore new initiatives and growth 
opportunities tempered with an acute awareness that the Company must avoid the 
pitfalls that have befallen an increasing number of other operators in the 
industry. 
 
The Group's financial status is in robust health with revenues for the year of 
£2.0 million, a cost base that is under control, and a healthy cash balance at 
year-end of £2.3 million. The Group's adjusted EBITDA for the year was a loss of 
£0.4m, which was expected as the Group executes its growth strategy. 
 
When comparing the full year trading of Tap (1 July 2022 to 30 June 2023), the 
revenue for the year was £2.5m, representing an increase of 176% on the prior 
year. 
 
There is more to do to ensure Tap Group emerges as a force out of the current 
industry-wide maelstrom; but the foundations for huge scaling have been firmly 
laid and Tap Group is poised to become a truly global player in the fintech 
arena." 
 
The Directors of the Company accept responsibility for the contents of this 
announcement. 
 
Notes 
 
*Trading Payment Volume - the value of funds traded by customers when selling 
one currency for another 
 
**Adjusted EBITDA - earnings before interest, tax, depreciation, amortisation 
and adjustments for realised or unrealised gains and losses on non-GBP 
transactions or holdings, fair value on investments and sales of assets 
 
Important note 
 
References throughout this report to "Tap Group" or the "Company" refer to Tap 
Global Group Plc (AQSE: TAP) (formerly Quetzal Capital Plc). 
 
References throughout this report to "Tap" refer to Tap Global Limited and/or 
Tap Technologies Limited which are wholly owned subsidiaries of Tap Global Group 
Plc. Tap Global Limited is licensed and regulated by the Gibraltar Financial 
Services Commission under the Distributed Ledger Technology (DLT) with licence 
No. 25532. 
 
Enquiries: 
 
Tap Global Group Plc              Via Vigo Consulting 
David Carr, Chief Executive 
Officer 
Peterhouse Capital Limited (AQSE  [phone] 
Growth Market Corporate Advisor) 
Guy Miller / Narisha 
Ragoonanthun 
Tennyson Securities (Broker)      [phone] 
Alan Howard 
Vigo Consulting (Investor         [phone] 
Relations) 
                                  [e-mail] 
Ben Simons / Kendall Hill / 
Peter Jacob 
 
About Tap Global Group Plc 
 
The Tap group of companies provide an innovative and fully integrated fiat 
payments and crypto settlement service. A single regulatory registration, via 
the wholly owned operating business Tap Global Limited, provides Tap customers 
with access to several major crypto exchanges through the Tap App allowing them 
to purchase over 40 cryptocurrencies and store them directly in the customer's 
wallet. The wallet can also store fiat currency denominated in Sterling, Euros 
and/or USD. 
 
Through the single app, Tap's over 250,000 users can access several major 
cryptocurrency exchanges and, utilising Tap's proprietary Artificial 
Intelligence middleware, customers benefit from best-execution and pricing in 
real time. Through the Tap card (UK and Europe only), users can also convert 
their cryptocurrencies to fiat to spend at more than 37 million merchant 
locations worldwide. 
 
Tap is one of only a handful of unified solutions operators fully regulated to 
provide Distributed Ledger Technology (DLT) services and was the first 
cryptocurrency FinTech company approved by Mastercard in Europe. 
 
About Tap Global Limited 
 
Tap Global Limited is registered in Gibraltar with the registration number 
118724 and the registered office of Madison Building, Line Wall Road, Gibraltar, 
GX11 1AA. Tap Global Limited is licensed and regulated by the Gibraltar 
Financial Services Commission under the DLT with license No. 25532. 
 
Learn more: www.withtap.com 
 
Tap Global Group Plc 
 
Chairman's Statement 
 
For the year ended 30 June 2023 
 
It is my great pleasure to address you in our annual report; my first as 
Chairman of Tap Global Group Plc (the "Group"). 
 
Tap Global Limited and its 100% owned subsidiaries ("Tap") were acquired by 
Aquis-listed shell Quetzal Capital Plc in a Reverse Takeover transaction on 9 
January 2023 ("RTO"). The Group readmitted to the market the following day as 
Tap Global Group Plc. As such, while this report covers the reporting period 
from 1 July 2022 to 30 June 2023, this includes only a little under six months' 
contribution from Tap, post-acquisition. Those months since the Reverse Takeover 
have seen a seminal transformation, both in Tap and in the wider market and 
regulatory environment for cryptocurrencies and fintech. There have been as many 
threats as there have been opportunities, but Tap has shown itself to be 
extraordinarily well positioned to succeed in what remain stormy waters. This is 
key to the value creation opportunity inherent in the business. 
 
The Group raised £3.1m of new expansion capital concurrent with the RTO just 
after the collapse of FTX and in the lead up to other notable failures in the 
cryptocurrency industry such as the demise of Silicon Valley Bank. I would like 
to pay tribute to those who delivered the successful listing of the Group amidst 
the most challenging of backdrops. 
 
The `regulation first' mantra that Tap has always adopted has ensured that Tap 
has not only managed to survive in the increasingly hostile regulatory 
environment that these high-profile failures have created, but to thrive, and 
grow, and continue to expand. 
 
There are many reasons why we believe the Group outperforms its competitors - 
including best execution across a number of exchanges powered by our own AI 
algorithms, insured cold storage, and access to a pre-paid Mastercard - but 
primary among them is the regulated status of our operating company, Tap Global 
Limited, under a Distributed Ledger Technology (DLT) licence issued by the 
Gibraltar Financial Services Commission. 
 
We welcome regulation in the cryptocurrency and fintech sectors; indeed, Tap 
established itself in Gibraltar from the outset exactly because it provided the 
most robust regulatory environment. We continue to act under our `regulation 

first' approach and believe that the continued growth in our user numbers - now 
standing at over a quarter of a million - is in large part a result of a flight 
to safety of customers from other platforms perceived as carrying higher risk. 
 
There have been many positive changes to the Group since it listed in January 
2023. Chief among these has been the recruitment of Kriya Patel as the CEO of 
our operating company, Tap, in Gibraltar. 
 
Kriya is instilling tremendous rigour in all Tap's processes and ensuring that 
decisions are based on a thorough interrogation of the myriad data that we 
process. His operational experience across payments, e-money, and financial 
technology businesses has immediately been applied to Tap's business and Tap is 
on a very strong footing to expand in the future. 
 
Kriya is laser focused on growing the business in a manner that both protects 
our users and shareholders from as much risk as possible and in a sustainable 
way that does not inject the kinds of overheads that have become so destructive 
to other operators, particularly in the United Kingdom. 
 
As a result, the Group's financial status is in robust health with revenues for 
the year of £2.0 million, a cost base that is under control, and a healthy cash 
balance at year-end of £2.3 million. The Group's adjusted EBITDA for the year 
was a loss of £0.4m, which was expected as the Group executes its growth 
strategy. 
 
When comparing the full year trading of Tap (1 July 2022 to 30 June 2023), the 
revenue for the year was £2.5m, representing an increase of 176% on the prior 
year. 
 
Geographic expansion has been a long-held ambition of Tap Group and plans to 
launch in the US have continued apace, despite the collapse and then subsequent 
withdrawal of several actors in that jurisdiction. 
 
I would like to pay tribute to David Carr, the Group CEO, and Arsen Torosian, 
our Chief Strategy Officer, for the manner in which the partnership with Zero 
Hash, our launching partner in the US, has been secured amidst a constantly 
changing backdrop in what must be the most active regulatory jurisdiction in the 
world. It has been a significant challenge, but we believe we have the optimal 
launchpad to begin servicing the largest cryptocurrency market in the world from 
Q1 2024. 
 
There are a number of other growth vectors that the Board is pursuing 
vigorously, including the further rolling out of the Cards as a Service product 
for other exchanges, following the signing of Bitfinex in January 2023 as the 
first client for this new service. This service enables companies to offer their 
customers a prepaid Mastercard to enhance their existing financial offering. 
 
Since joining the Board, I have been highly impressed with a great deal of what 
I have seen in the Group. It enjoys an immensely dynamic and imaginative 
executive team that is constantly seeking to explore new initiatives and growth 
opportunities tempered with an acute awareness that the Company must avoid the 
pitfalls that have befallen an increasing number of other operators in the 
industry. 
 
There is more to do to ensure the Group emerges as a force out of the current 
industry-wide maelstrom; but the foundations for huge scaling have been firmly 
laid and the Group is poised to become a truly global player in the fintech 
arena. 
 
David Hunter 
 
Non-Executive Chairman 
 
Tap Group 
 
Tap Global Group Plc 
 
CEO's Statement 
 
For the year ended 30 June 2023 
 
I am delighted to present the Group's results for the year ended 30 June 2023, a 
period of significant financial and operational growth for the business and our 
first as a UK listed company. 
 
The cryptocurrency market, unlike traditional stocks and shares, never sleeps, 
and, as the assets are global and can be bought by investors around the world, 
the fluctuation in prices is constant. Tap's business is driven by activity and 
although the price of assets is not the key driver for Tap, movement in their 
prices is. The price of Bitcoin, which is the longest running cryptocurrency, 
drives activity across most of the other cryptocurrencies. 
 
When I am asked how cryptocurrency prices affect Tap, I am always quick to point 
out that it is not pricing but market movement - up or down - that drives Tap 
revenues. Stagnant markets, when users are holding, are the worst kind for Tap. 
I am pleased to say that we have been seeing a sustained return of 
cryptocurrency trading volumes since the RTO in January 2023 and this has helped 
drive our revenues to £2.0m in the six months of trading that Tap was within the 
Group. On a full year basis (1 July 2022 to 30 June 2023), Tap's revenue was 
£2.5m, an increase of 176% when compared to the previous financial year, which 
is a tremendous achievement and shows the investment funds being deployed 
effectively. 
 
At our previous year end in June 2022, Tap, our regulated operating business, 
was providing access to 18 different crypto assets. At the end of June 2023, the 
different crypto assets available on the Tap App had more than doubled to 42 
across a geographic footprint of 44 countries, with a US market entry in 
progress. 
 
During the financial year, Tap grew at a steady rate with both onboarding and 
revenues progressing in line with expenditure on marketing campaigns. Since the 
end of the financial year, Tap has added even more cryptocurrencies, and the 
total available assets today stands at 46. 
 
The Tap platform user numbers grew from 89,000 at the beginning of the financial 
year in July 2022 to 162,000 at the end of June 2023. The growth has continued 
post-year end and, in November 2023, the total registered users on the platform 
surpassed a quarter of a million. 
 
The user base acquisition growth was one of the key reasons for the listing on 
Aquis. The additional raised capital was budgeted for use in driving the 
customer acquisition growth strategy and was initiated almost immediately. The 
user base began to increase simultaneously with these efforts and as such the 
user acquisition strategy has proven to be highly successful. 
 
This customer growth was a catalyst for Tap to add operational staff in line 
with the additional user numbers and accordingly some strategic key additional 
hires were identified. Two of these people were Kriya Patel as a new CEO and 
Nigel Crome as the new Money Laundering Reporting Officer, both for Tap's 
licensed operating entity in Gibraltar, Tap Global Limited. 
 
These two individuals bring a wealth of fintech and compliance experience with 
them. Both individuals were vetted and approved by the Gibraltar Financial 
Services Commission as regulated individuals; this is a key process within the 
regulatory framework that Tap operates under. 
 
Further headcount increases are planned over the coming months as Tap continues 
to build out key operational teams in support of the accelerated growth 
witnessed to date and expected product and market expansion planned. 
 
In summary, the last financial year and remainder of 2023 has been focussed on 
delivery of strong financial performance, continued delivery of a better 
solution for customers and ensuring the Tap is operationally ready to continue 
growth in an ever-changing regulatory environment. 
 
Operational Review 
 
The revenue generating elements of the Tap service offering are primarily driven 
by a share of trading fees Tap charges to users. This accounted for circa 90% of 
the revenues during the period. A continued evaluation of our pricing strategy 
is undertaken to ensure we remain competitively priced whilst optimising on 
revenue generation opportunities from the services delivered. 
 
The first client for Tap's Cards as a Service product line (offering a white 
-labelled prepaid Mastercard underpinned by Tap's infrastructure and regulated 
status) during the period was Bitfinex. This will be ready for a public launch 
in early 2024. It is anticipated that this launch will add a significant 
alternative revenue stream to Tap as this will not be based on the trading of 
assets directly within Tap. This launch, once fully completed, will demonstrate 
to the cryptocurrency and wider fintech market that Tap can provide a proven, 
operating tech and service stack that can accelerate the rollout of new services 
for commercial partners, powered by Tap. 
 
Another element that has been in development is the provision of Crypto as a 
Service which, unlike the card service, is directly linked to trading activity. 
The ultimate concept of this product is to allow a commercial partner to 
leverage Tap's crypto services as a product for their user base without having 
to develop the environment, and deliver on the regulatory standards required, 
themselves. This could again drive additional users to the Tap platform along 
with additional revenue as every transactional movement would incur a fee, for 
both Tap and the commercial partner without the acquisition costs associated 
with user growth via a direct to market approach. 
 
Some operational developments have been necessarily curtailed both during the 
last financial year and after the reporting period end due to the increased 
efforts required to address new regulatory requirements and changes in wider 
fintech market critical supply chain. Change considerations and replanning 
priorities have also materialised following reaction from the industry and 
regulators to the collapse of some large well-known companies, which in some 
high-profile cases were not regulated at all.  Tap continues to operate under 
the `regulation first' principle that has ensured we have emerged from the 
recent market upheaval with a tremendously solid foundation still in place. 
 
Nonetheless, Tap has delivered on over 55 key milestones in 2023, including 
revenue and customer growth, compliance with regulatory changes, optimising 
group company structure, application redesign, performance and service 
improvements, improved fraud protection and security measures, the development 
of greater redundancy, further automation of key processes and the introduction 

of greater business risk management and control toolkits. This has allowed Tap 
to plan better and deliver on change initiatives, such as the UK Financial 
Promotions Regime, and future proof our business for continued growth through a 
proactive, rather than reactive, resilience to change approach that inevitably 
impacts the cryptocurrency sector. 
 
Outlook 
 
Global cryptocurrency sector events have rightly raised alarm bells with 
regulators around the world and as a consequence some Tap expansion plans had 
been paused due to changes in the risk appetite of critical partners or market 
uncertainties. An example would be where Tap requires third party suppliers that 
need to be regulated locally in the countries in which we operate or plan to 
operate. Changes in local regulatory environments, specifically within key 
markets such as the UK, required Tap to pivot quickly following review of key 
partner relationships and the evaluation of new suppliers. Change decisions 
needed to be expedited, partners identified, and implementations thoroughly 
tested and integrated into existing operations - an exercise the business is 
well placed to deal with both now and in the future. Through this period of 
flux, the Group generated revenues of £1m for the five-month period to November 
2023 and is well positioned to build on this in its current and new markets. 
 
In October 2023, we announced the intention to launch the Group's crypto asset 
offering into the United States.  We are doing so via a wholly owned subsidiary, 
Tap Americas, through a partnership with Zero Hash LLC, a Chicago-based B2B2C 
crypto infrastructure platform. The US is the world's largest cryptocurrency 
market. Through this partnership with Zero Hash, a well-established and 
regulated US entity, we identified a pathway to launch in the US whilst ensuring 
the requisite regulatory coverage for the new US business. 
 
In Zero Hash, we have found a partner that shares our regulation-first approach 
and will be able to provide us with a platform for establishing a significant 
presence in the US. Tap Americas has already built a significant waiting list in 
the US, which has 45 million active cryptocurrency users. Tap Americas will 
offer its new users a secure, regulated and innovative alternative to the 
platforms currently falling under regulatory scrutiny for their imprudent 
approach to the safety of consumers and their digital assets. We are very 
excited to launch in the US in the new year. 
 
The Group set up an operations hub in Greece in late 2023. This operation will 
be focussed on the areas of customer onboarding and compliance oversight as well 
operational support elements for the European operations. This team will be used 
to help facilitate the expansion into new regions by providing the required 
support in these areas as these come online. We are also evaluating whether our 
Greek centre of operations should also become the operational hub for the 
forthcoming MICA Regulations which come into force in 2024 and have been a key 
strategic area evaluated by Tap in 2023. 
 
The Group's public listing journey, although less than 12 months old, has been 
incredibly positive in terms of positioning Tap with the tools necessary to 
continue to grow in a regulation-first way which is one of the cornerstones of 
the Group. Tap continues to increase market presence and customers in existing 
markets and the expansion into other markets remains in process. 2024 is looking 
very positive, with continued user acquisition, expansion into other regions, 
and team growth planned. 
 
As Tap expands into new markets, we also leverage on new partnerships with best 
-in-class service providers. This delivers opportunities for the Group to 
further mitigate key supplier dependency risks and could also facilitate further 
commercial diversification opportunities with additional white-labelling and 
managed utility as a service provisioning for new commercial partners. 
 
Ensuring adoption of a regulated approach to each new market, I believe, will 
prove to be a sound decision as we see ever more regulation being considered and 
introduced in the digital asset industry. Using well established processes 
developed in meeting regulatory requirements since the inception of Tap 
positions the Company well in meeting these requirements both now and in the 
future. 
 
Tap will be making a number of product enhancements in the coming year which 
will include the introduction of additional assets, further security 
enhancements and delivery of new user facing services and functionality. These 
will be led by the Chief Strategy Officer and co-founder of Tap, Arsen Torosian. 
His vision on the crypto environment has helped Tap to continue to grow even 
during what some called a "Crypto Winter". 
 
During 2023, the crypto market has fluctuated significantly both up and down, 
the price of Bitcoin at the time of the RTO was circa $17,700. By this month, 
the price of one Bitcoin had reached as high as $44,373. Similarly, the price of 
one Ethereum at the time of the RTO was circa $1,266 and again in December 2023 
the price of this asset had been as high as $2,366. This price increase has 
driven additional trading activity from Tap account holders. 
 
Our overall outlook is very positive, and I believe that the assembled team will 
help to achieve great things in the coming year. 
 
David Carr 
 
Chief Executive Officer 
 
Tap Group 
 
Tap Global Group Plc 
 
CFO's Statement 
 
For the year ended 30 June 2023 
 
I present my review and financial report for the year ended 30 June 2023 where I 
review in detail the consolidated statement of comprehensive income and the 
consolidated statement of financial position. 
 
Review of Consolidated Comprehensive Income Statement 
 
Overall, the Group made an adjusted EBITDA Loss of £363k (2022: £313k), with 
revenue increasing to £2.0m (2022: £50k) and adjusted operating costs increasing 
by £1.5m from £0.4m in 2022 to £1.9m in 2023. Cost of sales in 2023 was £494k 
(2022: 0). 
 
The traded payment volume (value of funds traded by a customer) was £181.6m in 
the six months of trading, and with average trading margin of 0.92%, resulting 
in trading revenue of £1.7m and a further £0.3m of other revenue. 
 
The increase in costs were due to the Group inheriting the costs of the Tap 
operating entities and a further investment in people, product and marketing to 
drive the growth strategy. Table 1 details the revenue and increase in costs 
explained above. 
 
Table 1 - Income and Expense Account 
 
+---------------------------------+-----------------+---------+ 
|Year ended                       |Jun-23           |Jun-22   | 
+---------------------------------+-----------------+---------+ 
|                                 |£                |£        | 
+---------------------------------+-----------------+---------+ 
|Payment Volumes Traded           |181,568,624      |-        | 
+---------------------------------+-----------------+---------+ 
|Trading Revenue                  |1,678,602        |-        | 
+---------------------------------+-----------------+---------+ 
|Other Revenue                    |337,484          |50,000   | 
+---------------------------------+-----------------+---------+ 
|Revenue -Total                   |2,016,086        |50,000   | 
+---------------------------------+-----------------+---------+ 
|Cost of sales                    |494,488          |-        | 
+---------------------------------+-----------------+---------+ 
|Gross Profit                     |1,521,598        |50,000   | 
+---------------------------------+-----------------+---------+ 
|Staff Costs                      |          455,792|97,459   | 
+---------------------------------+-----------------+---------+ 
|Share Option and Warrant Expenses|378,631          |4,979    | 
+---------------------------------+-----------------+---------+ 
|Marketing                        |240,892          |1,500    | 
+---------------------------------+-----------------+---------+ 
|Legal & Professional Fees        |257,829          |216,515  | 
+---------------------------------+-----------------+---------+ 
|Other Expenses                   |551,817          |42,716   | 
+---------------------------------+-----------------+---------+ 
|Total Operating Costs            |1,884,961        |363,169  | 
+---------------------------------+-----------------+---------+ 
|Adjusted EBITDA                  |(363,363)        |(313,169)| 
+---------------------------------+-----------------+---------+ 
|RTO and Acquisition related costs|(419,917)        |(88,840) | 
+---------------------------------+-----------------+---------+ 
|Fair Revaluation on Investments  |(300,795)        |(82,552) | 
+---------------------------------+-----------------+---------+ 
|Sales of Assets                  |-                |162,769  | 
+---------------------------------+-----------------+---------+ 
|Gain on Sales of Crypto Assets   |323,178          |-        | 
+---------------------------------+-----------------+---------+ 
|Exchange Rate Variance           |(21,941)         |-        | 
+---------------------------------+-----------------+---------+ 
|EBITDA                           |(782,838)        |(321,793)| 
+---------------------------------+-----------------+---------+ 
|Depreciation & Amortisation      |(290,168)        |-        | 
+---------------------------------+-----------------+---------+ 
|Interest Income/Expense          |(1,634)          |-        | 
+---------------------------------+-----------------+---------+ 
|Tax                              |-                |15,629   | 
+---------------------------------+-----------------+---------+ 
|Net Loss                         |(1,074,640)      |(306,164)| 
+---------------------------------+-----------------+---------+ 
 
Certain costs have been adjusted out of EBITDA due to the nature of the expense 
or on the basis that they are non-recurring. The acquisition related costs are 

specific to the acquisition of Tap and the re-listing of the Group and are 
therefore considered non-recurring. The decrease in the fair value on 
investments is due to the write down of historical investments held by the Group 
prior to the acquisition of Tap. The sale of assets in the year to June 2022 was 
due to shares sold in those investments. The gain on sales of crypto assets is 
based on the market value of the liquidity held by the Group in crypto assets 
during the year and at the year end. There was a gain on the sale of crypto 
assets of £323k in the six-month period but as Tap is holding this liquidity to 
facilitate customer trading and not for the purposes of propriety trading, this 
line item is considered to not be part of the business operating model and is 
adjusted out of the EBITDA. 
 
As shown in Table 2 below, the Tap operating entities were profitable for the 
six months of trading that they were within the Group. 
 
Table 2 Net Profit / (Loss) by Entity 
 
+-----------------------------------------------------+-----------+ 
|Entity Type                                          |June-23    | 
+-----------------------------------------------------+-----------+ 
|Operating Entities: Tap Global & Tap Technologies Ltd|419,502    | 
+-----------------------------------------------------+-----------+ 
|Holding Company: Tap Global Group PLC                |(1,494,142)| 
+-----------------------------------------------------+-----------+ 
|Consolidated Net Loss                                |(1,074,640)| 
+-----------------------------------------------------+-----------+ 
 
In Table 3 is a breakdown of the revenue for Tap Global Limited for the years 
ended 30 June 2022 and 2023 respectively and for the six months of trading with 
the Group.  As the table shows, £2.0m of the £2.5m revenue that was generated 
was in the first six months of 2023, following the acquisition and investment in 
marketing. 
 
The Trade Revenue is the commission earned on the difference between the cost of 
currency sold and bought. The asset transfer revenue is a fee applied when a 
customer moves assets to or from the Tap platform. The Other Revenue relates to 
other usage fees applied such as card usage fees associated with the Tap prepaid 
card. 
 
Table 3 - Tap Global Limited Historical Revenue 
 
+--------+-----------------------+--------------------+--------------------+ 
|Revenue |FY June 22             |FY June 23          |6 Months to June-23 | 
|Type    |                       |                    |                    | 
+--------+-----------------------+--------------------+--------------------+ 
|Trade   |                544,964|          2,025,691 |         1,678,602  | 
|Revenue |                       |                    |                    | 
+--------+-----------------------+--------------------+--------------------+ 
|Asset   |                233,244|             412,082|             323,510| 
|Transfer|                       |                    |                    | 
|Fees    |                       |                    |                    | 
+--------+-----------------------+--------------------+--------------------+ 
|Other   |                123,680|53,251              |              13,974| 
|Revenue |                       |                    |                    | 
+--------+-----------------------+--------------------+--------------------+ 
|Total   |                901,888|        2,491,024   |         2,016,086  | 
|Revenue |                       |                    |                    | 
+--------+-----------------------+--------------------+--------------------+ 
 
Cost of Sales 
 
These costs are directly related to customer activity around the three revenue 
streams described above and include fees incurred at currency liquidity 
providers, bank charges, costs for maintaining the prepaid card and customer 
onboarding costs. 
 
Operating Costs 
 
The significant costs are staff costs, marketing, legal and professional costs 
and share option and warrant expenses 
 
Staff costs of £456k (2022: £97k) reflect the cost of the staff from the Tap 
operating entities plus the increase in headcount to drive the growth strategy. 
Marketing costs of £241k (2022: £2k) are primarily customer acquisition costs 
from the Tap operating entities. Legal and professional fees of £258k (2022: 
£216k) include audit and accountancy costs, regulatory costs and legal fees. The 
share option and warrant expense primarily relates to warrants issued at the 
time of the RTO in in January 2023. 
 
Review of Consolidated Financial Position Statement 
 
Please refer to the consolidated Statement of Financial Position for the Group. 
Overall, the net current assets for the Group, excluding goodwill, is £3.8m. 
Below I separately review each asset class. 
 
Non-Current Assets 
 
The tangible assets include a right of use asset of £104k which is the leased 
offices in Gibraltar, with the balance of tangible assets comprising computer 
equipment and office fixture and fittings. 
 
The intangible assets include crypto assets held for investment and value of the 
software platform developed to operate the Tap operating model which is 
capitalised and amortised over the useful life of the software. The goodwill is 
the difference between the consideration paid of £20.25m and the book value of 
the Tap operating companies acquired which was a net liability of £1.6m. This 
net liability included the convertible loan note of £1.5m that the Group 
advanced to Tap in December 2021 and which was subsequently capitalised 
following the completion of the acquisition. 
 
Current Assets 
 
Cash at bank at is £2.3m (2022: £1.1m) with a further £1.2m in liquidity 
represented by crypto assets held for investment but reported in non-current 
assets. The increase in cash reflects the £3.1m equity raised in January 2023, 
less one-off payments relating to the RTO and the costs to fund the growth 
strategy which include funding crypto asset liquidity balances, investment in 
software development and customer acquisition costs. 
 
Current Liabilities 
 
Trade payables of £237k (2022: £42k) and Accruals of £197k (2022: £98k) reflect 
the increased activity within the Group following the RTO. The Directors' 
current account of £679k is monies owed to the founder (Arsen Torosian) and is 
repayable on demand any time on or after 30 June 2025. The loan does not accrue 
interest. 
 
Equity 
 
The increase in the called-up share capital and the share premium account of 
£23.5m is detailed in Table 4 below. The increase primarily relates to the share 
issue and acquisition of Tap Global. 
 
Table 4 - Changes in Ordinary Share Capital and Share Premium 
 
+-----------------------------------+---------------------+ 
|                                   |£                    | 
+-----------------------------------+---------------------+ 
|Share Issue                        |         3,250,000   | 
+-----------------------------------+---------------------+ 
|Consideration for Tap Global       |       20,250,000    | 
+-----------------------------------+---------------------+ 
|Issue of Share Options and Warrants|               20,000| 
+-----------------------------------+---------------------+ 
|Total Change in Year               |       23,520,000    | 
+-----------------------------------+---------------------+ 
 
The increase in the option and warrant reserve was primarily due to placement 
warrants issued against 40.4m shares at the time of the RTO which attracted an 
increase in the reserve of £314k and a charge to the income statement. The 
balance of the increase was due to share options issued in the year. 
 
The loss after tax for the year of £1.1m increased the Profit and Loss Account 
deficit to £4.6m. 
 
Outlook - Trading and Cash to November 2023 
 
Revenue for the five-month period to November 2023 is £1.0m and Cash at Bank as 
at November 2023 is £2.3m. Revenue in Q3 2023 was down on the recent historical 
average due to the uncertainly in the UK market during the introduction of the 
new Financial Promotion rules on crypto assets. Following Tap's successful 
registration to trade crypto assets in the UK, revenue returned to recent 
historical levels during the month of November 2023. 
 
Tap Global Group Plc 
 
Consolidated Statement of Comprehensive Income 
 
For the year ended 30 June 2023 
 
                                       Notes    2023           2022 
                                                £              £ 
 
REVENUE 
Revenue                                         2,016,086      50,000 
 
Cost of sales                                   (494,488)      - 
 
GROSS PROFIT                                    1,521,598      50,000 
 
Operating expenses                              (2,596,680)    (371,792) 
 
Exchange difference                             (21,941)       - 
 
Fair value adjustments                 5        (300,795)      - 
 
Gain on sale of cryptoassets           5        323,178        - 
 
Loss before income tax                          (1,074,640)    (321,792) 
 
Tax on loss                            9        -              15,629 
 
Total comprehensive loss for the year           (1,074,640)    (306,163) 
 
Loss per shares 
Basic and diluted (Pence)              20       (0.248)        (0.018) 
 
Group operations are classed as continuing. 
 
The exemption under section 408 of the Companies Act 2006 from presenting the 
Parent Company's income statement has been taken.  The Company's loss for the 
year was £1,344,142 (2022: £306,163). 
 
The notes form part of these consolidated financial statements. 
 
Tap Global Group Plc 
 
Company number 05840813 
 
Consolidated Statement of Financial Position 
 
For the year ended 30 June 2023 
 
                              Notes  2023           2022 
ASSETS                               £              £ 
Non-current assets 

Tangible assets, including    10     103,873        - 
right-of-use assets 
Investments                   12     16,512         1,987 
Intangible assets -           13     1,221,451      - 
cryptoassets held for 
investment 
Intangible assets -           14     1,234,389      - 
website domains 
Goodwill                      14     21,850,947     - 
Deferred tax asset            9      12,517         12,517 
                                     24,439,689     14,504 
Current assets 
Cash and cash equivalents     16     2,335,375      1,066,912 
Financial assets                     -              1,815,320 
Trade and other               15     115,523        102,078 
receivables 
                                     2,450,898      2,984,310 
Total assets                         26,890,587     2,998,814 
 
LIABILITIES AND EQUITY 
Non-current liabilities 
Lease liability               11     61,925         - 
                                     61,925         - 
Current liabilities 
Trade payables                17     237,343        41,739 
Accruals                             197,250        98,225 
Director's current account    18     679,451        - 
Lease liability               11     31,776         - 
                                     1,145,820      139,964 
Equity 
Capital and reserves 
Called up share capital       23     2,223,466      1,701,243 
Share premium                        27,685,458     4,687,681 
Option & warrant reserve             374,898        14,099 
Profit and loss account              (4,600,980)    (3,544,173) 
Equity shareholders' funds           25,682,842     2,858,850 
 
Total liabilities and                26,890,587     2,998,814 
equity 
 
The consolidated financial statements were approved and authorised for issue by 
the Board and were signed on its behalf by: 
 
Anthony Quirke 
 
Director 
 
Date: 27 December 2023 
 
The notes form part of these consolidated financial statements. 
 
Tap Global Group Plc 
 
Consolidated Statement of Changes in Equity 
 
For the year ended 30 June 2023 
 
                    Called up  Share       Option &  Profit and   Total 
                    Share      Premium     Warrant   Loss 
                    Capital                Reserve   Account 
                    £          £           £         £            £ 
As at 1 July 2022   1,701,243  4,687,681   14,099    (3,544,173)  2,858,850 
 
Total                                                (1,074,640)  (1,074,640) 
comprehensive loss 
for the year 
 
Issue of shares     72,223     3,197,777   -         -            3,270,000 
 
Acquisition of      450,000    19,800,000  -         -            20,250,000 
subsidiaries 
 
Forfeiture of       -          -           (17,833)  17,833       - 
share options 
 
Option & warrant    -          -           378,632   -            378,632 
reserve 
 
As at 30 June 2023  2,223,466  27,685,458  374,898   (4,600,980)  25,682,842 
 
                    Called up  Share      Option &  Profit and   Total 
                    share      premium    warrant   loss 
                    capital               reserve   account 
                    £          £          £         £            £ 
As at 1 July 2021   1,701,243  4,687,681  9,120     (3,238,010)  3,160,034 
 
Total                                               (306,163)    (306,163) 
comprehensive loss 
for the year 
 
Option & warrant                          4,979                  4,979 
reserve 
 
As at 30 June 2022  1,701,243  4,687,681  14,099    (3,544,173)  2,858,850 
 
The notes form part of these consolidated financial statements. 
 
Tap Global Group Plc 
 
Consolidated Statement of Cash Flows 
 
For the year ended 30 June 2023 
 
                                 2023           2022 
                                 £              £ 
Cash flow from operating 
activities 
Loss after taxation for the      (1,074,640)    (306,163) 
year 
 
Adjustment for: 
Depreciation                     18,876         -15,629 
Amortisation                     270,836        - 
Financing costs                  1,892          - 
Share option charge              378,632        4,979 
Fair value change of             300,795        82,552 
investment 
Gain on sale of                  (323,178)      (162,769) 
cryptoassets 
 
Change in: 
Trade and other receivables      94,115         (27,338) 
Trade and other payables         (1,283,699)    119,594 
Cash generated from              (1,616,371)    (304,774) 
operations 
Tax paid                         -              (3,112) 
Net cash used in operating       (1,616,371)    (307,886) 
activities 
 
Cash flow from investing 
activities 
Acquisition of subsidiaries      323,840        - 
Proceeds from cryptoassets       4,318,385      - 
Additions of cryptoassets        (4,660,607)    - 
Purchase of intangible           (338,558)      - 
assets 
Purchase of tangible assets      (11,726)       - 
Purchase of convertible          -              (1,500,000) 
loan note 
Purchase of investment           -              (612,875) 
Sale of investments              -              645,994 
Net cash used in investing       (368,666)      (1,466,881) 
activities 
 
Cash flow from financing 
activities 
Repayment of lease               (16,500)       - 
liabilities 
Issued capital                   3,270,000      - 
Net cash used in financing       3,253,500      - 
activities 
 
Increase/(decrease) in cash      1,268,463      (1,774,767) 
and cash equivalents 
Cash and cash equivalents        1,066,912      2,841,679 
at the beginning of the 
year 
Cash and cash equivalents        2,335,375      1,066,912 
at the end of the year 
 
The notes form part of these consolidated financial statements. 
 
1. General Information 
 
Tap Global Group PLC (formerly Quetzal Capital Plc) (the "parent company") is a 
public company limited by shares and incorporated in England and Wales. The 
parent company y is domiciled in the UK and its shares are admitted to trading 
on AQSE, a market operated by The London Stock Exchange. These consolidated 
financial statements comprise the parent company and its subsidiaries (together 
referred to as the "group"). The group's consolidated financial statements for 
the year ended 30 June 2023 were authorised for issue by the Board of Directors 
on 27 December 2023. 
 
2. Summary of Significant Accounting Policies 
 
The principal accounting policies applied in the preparation of these 
consolidated financial statements are set out below. These policies have been 
consistently applied to all the years presented unless otherwise stated. 
 
Statement of Compliance 
 
The Consolidated group's Financial Statements have been prepared in accordance 
with UK-adopted international accounting standards in accordance with the 
requirements of the Companies Act 2006. 
 
The parent company financial statements of Tap Global Group Plc (formerly 
Quetzal Capital Plc) have been prepared in compliance with United Kingdom 
Accounting Standards, including Financial Reporting Standard 102, "The Financial 
Reporting Standard applicable in the United Kingdom and the Republic of Ireland" 
("FRS 102") and the Companies Act 2006. 
 
Basis of Preparation 
 
The consolidated financial statements have been prepared on the historical cost 
basis, as modified by the revaluation of certain financial assets and 
liabilities and investment properties measured at fair value through profit or 
loss. 
 
The consolidated financial statements are prepared in sterling, which is the 
functional currency of the parent company. All amounts have been rounded to the 
nearest GBP. 
 
Going concern 
 
Details of the group's business activities, results, cash flows and resources, 
together with the risks it faces and other factors likely to affect its future 
development, performance and position are set out in the strategic report. 
 
Consideration has been given to whether there is sufficient liquidity and 
financing to support the business, the post balance sheet trading of the group, 
the regulatory environment and the effectiveness of risk management policies. 
The Board, therefore, has a reasonable expectation that the group has adequate 
resources to continue in operational existence for the foreseeable future and 
therefore the financial statements are prepared on a going concern basis. 
 
3.1 Basis of consolidation and significant accounting policies 
 
The consolidated financial statements comprise the financial statements of all 
group subsidiaries as at 30 June each year using consistent accounting policies. 
Acquisition-related costs are expensed as incurred unless they result from the 
issuance of shares, in which case they are offset against the premium on those 
shares within equity. 
 
Where considered appropriate, adjustments are made to the financial information 
of subsidiaries to bring the accounting policies used into line with those used 
by other members of the group. All intercompany transactions and balances 
between group enterprises are eliminated on consolidation. 
 
Business combinations 
 
The consolidated financial statements for business combinations using the 
acquisition method when control is transferred to the group. The consideration 
transferred in the acquisition is measured at fair value, as are the 
identifiable net assets acquired. Any goodwill that arises is tested annually 
for impairment. Any gain on a bargain purchase is recognised in profit or loss 
immediately. Transaction costs are expensed as incurred, except if related to 
the issue of debt or equity securities. The consideration transferred does not 
include amounts related to the settlement of pre-existing relationships. Such 
amounts are generally recognised in profit or loss. 
 
Any contingent consideration is measured at fair value at the date of 
acquisition. If an obligation to pay contingent consideration that meets the 
definition of a financial instrument is classified as equity, then it is not re 
-measured, and settlement is accounted for within equity. Otherwise, other 

contingent consideration is re-measured at fair value at each reporting date and 
subsequent changes in the fair value of the contingent consideration are 
recognised in profit or loss. 
 
Subsidiaries 
 
Subsidiaries are entities controlled by the group. The group controls an entity 
when it 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. In assessing control, the group takes into consideration 
potential voting rights. The acquisition date is the date on which control is 
transferred to the acquirer. The financial statements of subsidiaries are 
included in the consolidated financial statements from the date that control 
commences until the date that control ceases. A non-controlling interest is 
recognised, representing the interests of minority shareholders in subsidiaries 
not wholly owned by the group. 
Transactions eliminated on consolidation 
 
Intra-group balances and transactions and any unrealised income and expenses 
arising from intra-group transactions are eliminated. On publishing the parent 
company financial statements here, together with the consolidated financial 
statements, the parent company is taking advantage of exemption in section 408 
of the Companies Act 2006 not to present the individual income statement and 
related notes of the parent company which form part of these approved financial 
statements. 
 
3.2 Foreign currency 
 
In preparing these financial statements, transactions in currencies other than 
the parent company and group's presentational currency ("foreign currencies") 
are recorded at the rates of exchange prevailing on the dates of the 
transaction. At each statement of financial position date, monetary items in 
foreign currencies are translated into the presentational currency at the 
exchange rate prevailing at statement of financial position date. Exchange 
differences arising on the settlements of monetary items and on the 
retranslation of monetary items are included in the consolidated statement of 
comprehensive income for the year. 
 
3.3 Revenue Recognition 
 
The group applies IFRS 15 Revenue from Contracts with Customers for the 
recognition of revenue. IFRS 15 established a comprehensive framework for 
determining whether, how much and when revenue is recognised. It affects the 
timing and recognition of revenue items, but not generally the overall amount 
recognised the performance obligations of all revenue streams are satisfied on 
the transaction date or by the provision of the service for the period described 
in the contract. Revenue is not recognised where there is evidence to suggest 
that customers do not have the ability or intention to pay. The group does not 
have any contracts with customers where the performance obligations have not 
been fully satisfied. How the group recognises revenue for its significant 
revenue streams is described below: 
 
Trading fees 
 
This service relates to the facility to buy and sell currency, including digital 
currency (crypto currency). A contract is identified when a payment is approved 
by the group and the customer. Performance obligations and transaction prices 
are set out in the contract. Revenue is recognised on the transaction date. 
 
Account fees 
 
This service relates to the provision of account services. A contract is 
identified when a customer enters an agreement with the group for an account. 
Performance obligations and transaction prices are set out in the contract. 
Revenue related to monthly account fees are recognised during the month the 
account is provided. 
 
 
Card fees 
 
A contract is identified when it is approved by relevant parties and when the 
card is issued to the customer. Performance obligations and transaction prices 
are set out in the contract. Revenue from provision of card services is 
recognised over period in which they are provided. ATM transaction and out-of 
-currency variable fees are constrained to the amount not expected to be 
reversed. Variable revenue is recognised at the point at which it is unlikely to 
be reversed, typically the transaction date. 
 
3.4   Investments 
 
(a) Classification 
 
Fair value through profit and loss equity investments are classified in this 
category if acquired principally for the purpose of trading or selling in the 
short term.  Investments in this category are classified as current assets if 
expected to be settled within 12 months; otherwise, they are classified as non 
-current. 
 
(b) Recognition and Measurement 
 
Regular purchases and sales of fair value through profit and loss equity 
investments are recognised on the trade date - the date on which the group 
commits to purchasing or selling the asset.  They carried at fair value through 
profit or loss is initially recognised at fair value, and transaction costs are 
expensed in the Income Statement. They are measured at fair value using the fair 
value hierarchy, as disclosed at note 24. 
 
Fair value through profit and loss equity investments are derecognised when the 
rights to receive cash flows from the assets have expired or have been 
transferred, and the group has transferred substantially all of the risks and 
rewards of ownership. 
 
Gains or losses arising from changes in the fair value of fair value through 
profit and loss equity investments at fair value through profit or loss are 
presented in the Income Statement. 
 
3.5 Impairment of assets 
 
A review for indicators of impairment is carried out at each reporting date, 
with the recoverable amount being estimated where such indicators exist. Where 
the carrying value exceeds the recoverable amount, the asset is impaired 
accordingly. Prior impairments are also reviewed for possible reversal at 
reporting date. For the purposes of impairment testing, when it is not possible 
to estimate the recoverable amount of an individual asset, an estimate is made 
of the recoverable amount of the cash-generating unit to which the asset 
belongs. The cash-generating unit is the smallest identifiable group of assets 
that includes the asset and generates cash inflows that are largely independent 
of the cash inflows from other assets or groups of assets. For impairment 
testing of goodwill, the goodwill acquired in a business combination is, from 
the acquisition date, allocated to each of the cash-generating units that are 
expected to benefit from the synergies of the combination, irrespective of 
whether other assets or liabilities of the group are assigned to those units. 
 
3.6   Financial Assets 
 
(a) Classification 
 
The group classifies its financial assets in the following categories: at 
amortised cost including trade receivables and other financial assets at 
amortised cost, at fair value through other comprehensive income and at fair 
value through profit or loss, loans and receivables, and available-for-sale. 
The classification depends on the purpose for which the financial assets were 
acquired.  Management determines the classification of its financial assets at 
initial recognition. 
 
(b) Recognition and measurement 
 
Amortised cost 
 
Trade and other receivables are recognised initially at the amount of 
consideration that is unconditional, unless they contain significant financing 
components, in which case they are recognised at fair value. The group holds the 
trade and other receivables with the objective of collecting the contractual 
cash flows, and so it measures them subsequently at amortised cost using the 
effective interest method. 
 
The group classifies its financial assets as at amortised cost only if both of 
the following criteria are met: 
 
·the asset is held within a business model whose objective is to collect the 
contractual cash flows; and 
 
·the contractual terms give rise to cash flows that are solely payments of 
principal and interest. 
 
Fair value through profit or loss 
 
The group classifies the following financial assets at fair value through profit 
or loss (FVPL): 
 
·debt instruments that do not qualify for measurement at either amortised cost 
(see above) or FVOCI; 
 
·equity investments that are held for trading; and 
 
·equity investments for which the entity has not elected to recognise fair value 
gains and losses through OCI. 
 
Information about the methods and assumptions used in determining fair value is 
provided in note 24. For information about the methods and assumptions used in 
determining fair value refer to note 24. The group does not hold any financial 
assets that meet conditions for subsequent recognition at fair value through 
other comprehensive income ("FVTOCI"). 
 
(c) Impairment of financial assets 
 
The group recognises an allowance for expected credit losses ("ECL"s) for all 
debt instruments not held at fair value through profit or loss. ECLs are based 
on the difference between the contractual cash flows due in accordance with the 
contract and all the cash flows that the group expects to receive, discounted at 
an approximation of the original Effective Interest Rate ("EIR"). The expected 
cash flows will include cash flows from the sale of collateral held or other 
credit enhancements that are integral to the contractual terms. 
 
ECLs are recognised in two stages. For credit exposures for which there has not 
been a significant increase in credit risk since initial recognition, ECLs are 
provided for credit losses that result from default events that are possible 
within the next 12-months (a 12-month ECL). For those credit exposures for which 
there has been a significant increase in credit risk since initial recognition, 
a loss allowance is required for credit losses expected over the remaining life 
of the exposure, irrespective of the timing of the default (a lifetime ECL). 
 
For trade receivables and other receivables due in less than 12 months, the 
group applies the simplified approach in calculating ECLs, as permitted by IFRS 
9. Therefore, the group does not track changes in credit risk, but instead, 

recognises a loss allowance based on the financial asset's lifetime ECL at each 
reporting date. 
 
The group considers a financial asset to be in default when internal or external 
information indicates that the group is unlikely to receive the outstanding 
contractual amounts in full before taking into account any credit enhancements 
held by the group. A financial asset is written off when there is no reasonable 
expectation of recovering the contractual cash flows and usually occurs when 
past due for more than one year and not subject to enforcement activity. 
 
At each reporting date, the group assesses whether financial assets carried at 
amortised cost are credit impaired. A financial asset is credit-impaired when 
one or more events that have a detrimental impact on the estimated future cash 
flows of the financial asset have occurred. 
 
(d) Derecognition 
 
The group derecognises a financial asset only when the contractual rights to the 
cash flows from the asset expire, or when it transfers the financial asset and 
substantially all the risks and rewards of ownership of the asset to another 
entity. 
 
On derecognition of a financial asset measured at amortised cost, the difference 
between the asset's carrying amount and the sum of the consideration received 
and receivable is recognised in profit or loss. 
 
3.7 Financial Liabilities 
 
All financial liabilities are recognised initially at fair value, net of 
directly attributable transaction costs. The group's financial liabilities 
include trade and other payables. 
 
Subsequent measurement 
 
The measurement of financial liabilities depends on their classification, as 
described below: 
 
Trade and other payables 
 
Trade and other payables are classified as current liabilities if payment is due 
within one year or less. If not, they are presented as non-current liabilities. 
 
Trade and other payables are recognised initially at fair value, and 
subsequently measured at amortised cost using the effective interest method. 
 
Derecognition 
 
A financial liability is derecognised when the associated obligation is 
discharged or cancelled or expires. 
 
3.8 Expenditure 
 
Expenses are recognised on the accrual basis. 
 
3.9 Tangible assets 
 
Tangible assets are stated at cost less accumulated depreciation and accumulated 
impairment losses. Such costs include costs directly attributable to making the 
asset capable of operating as intended. Depreciation is calculated at the 
following annual rates so as to write off the cost of fixed assets over their 
estimated useful lives using the reducing balance method: 
 
Computer equipment 25% 
 
Furniture and fittings 15% 
 
On disposal, the difference between the net disposal proceeds and the carrying 
amount of the item sold is recognised in statement of comprehensive income and 
included in other operating income. The carrying values of the tangible assets 
are reviewed for impairment when events or changes in circumstances indicate the 
carrying value may not be recoverable. All subsequent repairs, renewals and 
maintenance costs are charged to the statement of comprehensive income when 
incurred. 
 
3.10 Leases 
 
At inception of a contract, the group assesses whether a contract is, or 
contains, a lease. A contract is, or contains, a lease if the contract conveys 
the right to control the use of an identified asset for a period of time in 
exchange for consideration. To assess whether a contract conveys the right to 
control the use of an identified asset, the group uses the definition of a lease 
in IFRS 16. 
 
As a lessee 
 
At commencement or on modification of a contract that contains a lease 
component, the group allocates the consideration in the contract to each lease 
component on the basis of its relative stand-alone prices. However, for the 
leases of property the group has elected not to separate non-lease components 
and account for the lease and non-lease components as a single lease component. 
 
The right-of-use asset is subsequently depreciated using the straight-line 
method from the commencement date to the end of the lease term, unless the lease 
transfers ownership of the underlying asset to the group by the end of the lease 
term or the cost of the right-of-use asset reflects that the group will exercise 
a purchase option. In that case the right-of-use asset will be depreciated over 
the useful life of the underlying asset, which is determined on the same basis 
as those of property and equipment. In addition, the right-of-use asset is 
periodically reduced by impairment losses, if any, and adjusted for certain 
remeasurements of the lease liability. During the year, the right-of-use asset 
was depreciated over 6 years, which represented the unexpired portion of the 
lease. 
 
The lease liability is initially measured at the present value of the expected 
future lease payments as at the commencement date of the lease, discounted using 
the interest rate implicit in the lease or, if that rate cannot be readily 
determined, the group's incremental borrowing rate. Generally, the group uses 
its incremental borrowing rate as the discount rate. The group determines its 
incremental borrowing rate by obtaining interest rates from various external 
financing sources and makes certain adjustments to reflect the terms of the 
lease and type of the asset leased. 
 
Lease payments included in the measurement of the lease liability comprise the 
following: - fixed payments, including in-substance fixed payments; - variable 
lease payments that depend on an index or a rate, initially measured using the 
index or rate as at the commencement date; - amounts expected to be payable 
under a residual value guarantee; and - the exercise price under a purchase 
option that the group is reasonably certain to exercise, lease payments in an 
optional renewal period if the group is reasonably certain to exercise an 
extension option, and penalties for early termination of a lease unless the 
group is reasonably certain not to terminate early. 
 
When the lease liability is remeasured in this way, a corresponding adjustment 
is made to the carrying amount of the right-of-use asset or is recorded in 
profit or loss if the carrying amount of the right-of-use asset has been reduced 
to zero. The group presents right-of-use assets that do not meet the definition 
of investment property in 'property, plant and equipment, including right of use 
assets' and lease liabilities as disclosed on the face of the statement of 
financial position. 
 
Short-term leases and leases of low-value assets 
 
The group has elected not to recognise right-of-use assets and lease liabilities 
for leases of low-value assets and short-term leases. The group recognises the 
lease payments associated with these leases as an expense on a straight-line 
basis over the lease term. 
 
3.11 Cryptoassets 
 
Cryptoassets are held principally for the purpose of trading in the near term or 
used in operations (hereafter called "Cryptoassets held for trading") or held 
for investment purposes. The group accounts for cryptoassets at their initial 
cost and subsequently re-measures the carrying amounts it owns at the end of the 
reporting period based on the quoted price published on the cryptocurrency 
exchanges. 
 
Cryptoassets owned by the group are derecognized when the group has transferred 
all the risks and rewards of ownership by selling to verified third parties or 
through exchanges to obtain fiat currency delivered to its banking accounts, 
utilized by paying its vendors and personnel who accept this form of payment, or 
otherwise, losing control and therefore, access to the economic benefits 
associated with ownership of cryptoassets. 
 
The IFRS Interpretations Committee ("IFRIC") published a tentative agenda 
decision: Holding of Cryptocurrencies - Agenda Paper 12, in 2019, which 
clarifies how to apply the holdings of cryptocurrencies' classification, 
recognition and measurement within issued IFRS Standards. 
 
"The IFRIC observed that a holding of cryptocurrency meets the definition of an 
(1) intangible asset in IAS 38 on the grounds that (a) it is capable of being 
separated from the holder and sold or transferred individually; and (b) it does 
not give the holder a right to receive a fixed or determinable number of units 
of currency; or (2) in certain circumstances, inventory in accordance with IAS 
2. Based on this conclusion, the classification, recognition and measurement, 
and disclosure requirements of IAS 38 or IAS 2 should be applied in regards to 
Bitcoin. Management has assessed the impact of the IFRIC's agenda decision and 
determined that the group's policies are consistent with the IFRIC decision. 
 
The group's cryptoassets held for trading are accounted under IAS 2 Inventories 
under the guidance for broker-traders since the group holds cryptocurrencies for 
sale in the ordinary course of business. The cyrptoassets held for trading is 
initially measured at fair value less cost to sell and subsequently being 
remeasured using fair value less cost to sell with the changes in profit or 
loss. The group has determined that costs to sell are negligible and immaterial 
to the financial statements. 
 
Cyrptoassets is considered Level 1 in accordance with the fair value hierarchy 
as it is based on a quoted (unadjusted) market price in an active market for 
identical assets. " 
 
3.12 Cash and cash equivalents 
 
Cash and cash equivalents comprise cash on hand and time, call and current 
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. 
 
3.13 Provisions 
 
Provisions are recognised for liabilities of uncertain timing or amount when the 
group has a present legal or constructive obligation arising as a result of a 
past event, it is probable that an outflow of economic benefits will be required 
to settle the obligation and a reliable estimate can be made.  Where the time 
value of money is material, provisions are stated at the present value of the 

expenditures expected to settle the obligation. 
 
Where it is not probable that an outflow of economic benefits will be required, 
or the amount cannot be estimated reliably, the obligation is disclosed as a 
contingent liability, unless the probability of outflow is remote.  Possible 
obligations, whose existence will only be confirmed by the occurrence or non 
-occurrence of one or more future events are also disclosed as contingent 
liabilities unless the probability of outflow is remote. 
 
3.14 Intangible assets - computer software and website development 
 
Computer software development expenditure is capitalised only if the expenditure 
can be measured reliably, the product or process is technically and commercially 
feasible, future economic benefits are probable, and the group intends to and 
has sufficient resources to complete development and to use or sell the asset. 
Otherwise, it is recognised in the statement of comprehensive income as 
incurred. Subsequent to initial recognition, development expenditure is measured 
at cost less accumulated amortisation and any accumulated impairment losses. 
 
Subsequent expenditure is capitalised only when it increases the future economic 
benefits embodied in the specific asset to which it relates. All other 
expenditure is recognised in statement of comprehensive income as incurred. 
Amortisation is calculated to write off the cost of computer software less their 
estimated residual values using the straight-line method over their estimated 
useful lives and is generally recognised in the statement of comprehensive 
income. 
 
The estimated useful lives for current and comparative periods are as follows: 
 
Computer software - 4 years 
 
Website development - 4 years 
 
Amortisation methods, useful lives and residual values are reviewed at each 
reporting date and adjusted if appropriate. 
 
Impairment of intangible assets - computer software and website development 
 
At each reporting date, the group reviews the carrying amounts of its non 
-financial assets (other than inventories and deferred tax assets) to determine 
whether there is any indication of impairment. 
 
If any such indication exists, then the asset's recoverable amount is estimated. 
An impairment loss is recognised if the carrying amount of an asset exceeds its 
recoverable amount. Impairment losses are recognised in profit or loss. For 
other assets, an impairment loss is reversed only to the extent that the asset's 
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. 
 
3.15 Intangible assets - Goodwill 
 
Goodwill acquired in a business combination is allocated, at acquisition, to the 
cash generating units (CGUs) that are expected to benefit from that business 
combination. Where goodwill has been allocated to a cash-generating unit ("CGU") 
that CGU is tested for impairment annually to determine whether the carrying 
amount of the CGU may not be recoverable. An impairment loss in respect of 
goodwill is not reversed. 
 
The group has recognised one CGU, called Crypto Asset Brokerage. This represents 
the lowest level at which goodwill is monitored for internal management 
purposes. 
 
Management estimates discount rates using pre-tax rate that reflects the current 
market assessment of the time value of money and the specific risks associated 
with the asset for which the future cash flow estimates have not been adjusted. 
The rate used to discount the forecast cash flows are based upon the CGU's 
weighted average cost of capital (WACC). The WACC for the Crypto Asset Brokerage 
CGU was 14.0%, based on a WACC used by a listed business for a similar business 
model - see Appendix B for details. 
 
The group prepared cash flow forecasts derived from the most recent financial 
budgets approved by management for the next five years. For the purpose of the 
value in use calculation the management forecasts were extrapolated into 
perpetuity using a growth rate of 2.0%, representing the expected long-run rate 
of inflation in the UK. The forecasts assume growth rates in acquisitions which 
in turn drive the forecast collections and cost figures. 
 
The value in use of the crypto asset brokerage CGU was £24.2m which is in excess 
of the goodwill of £21.8m by £2.4m, more than 10%. Based on this analysis, the 
group has determined that the value in use of Crypto Asset Brokerage is in 
excess of the goodwill on the balance sheet and therefore no impairment of the 
goodwill is required. 
 
3.16 Share Capital 
 
Ordinary shares are classified as equity. Incremental costs directly 
attributable to the issue of new shares or options are shown in equity as a 
deduction, net of tax, from the proceeds. 
 
3.17 Income Tax 
 
Tax is recognised in the profit and loss, except to the extent that it relates 
to items recognised in other comprehensive income or directly in equity. In this 
case, the tax is also recognised in other comprehensive income or directly in 
equity, respectively. 
 
Deferred income tax is recognised, using the liability method, on temporary 
differences arising between the tax bases of assets and liabilities and their 
carrying amounts in the financial statements. Deferred income tax is determined 
using tax rates (and laws) that have been enacted, or substantially enacted, by 
the end of the reporting period and are expected to apply when the related 
deferred income tax asset is realised, or the deferred income tax liability is 
settled. 
 
Deferred income tax assets are recognised only to the extent that it is probable 
that future taxable profit will be available against which the temporary 
differences can be utilised. 
 
Deferred income tax assets are recognised on deductible temporary differences 
only to the extent that it is probable the temporary difference will reverse in 
the future and there is sufficient taxable profit available against which the 
temporary difference can be utilised. 
 
Deferred income tax assets and liabilities are offset when there is a legally 
enforceable right to offset current tax assets against current tax liabilities, 
and when the deferred income tax assets and liabilities relate to income taxes 
levied by the same taxation authority on either the taxable entity or different 
taxable entities where there is an intention to settle the balances on a net 
basis. 
 
3.18 Share Based Payments 
 
The group operates an equity-settled share-based scheme, under which the entity 
receives services from employees or third-party suppliers as consideration for 
equity instruments (shares, options and warrants) of the group.  The group may 
also issue warrants to share subscribers as part of a share placing. The fair 
value of the equity-settled share based payments is recognised as an expense in 
the income statement or charged to equity depending on the nature of the service 
provided or instrument issued.  The total amount to be expensed or charged in 
the case of options is determined by reference to the fair value of the options 
or warrants granted: 
 
·including any market performance conditions; 
 
·excluding the impact of any service and non-market performance vesting 
conditions (for example, profitability or sales growth targets, or remaining an 
employee of the entity over a specified time period); and 
 
·including the impact of any non-vesting conditions (for example, the 
requirement for employees to save). 
 
In the case of shares and warrants the amount charged to the share premium 
account is determined by reference to the fair value of the services received if 
available. If the fair value of the services received is not determinable the 
shares are valued by reference to the market price and the warrants are valued 
by reference to the fair value of the warrants granted as described previously. 
 
Non-market vesting conditions are included in assumptions about the number of 
options or warrants that are expected to vest. The total expense or charge is 
recognised over the vesting period, which is the period over which all of the 
specified vesting conditions are to be satisfied.  At the end of each reporting 
period, the entity revises its estimates of the number of options that are 
expected to vest based on the non-market vesting conditions. It recognises the 
impact of the revision to original estimates, if any, in the income statement or 
equity as appropriate, with a corresponding adjustment to another reserve in 
equity. 
 
When the warrants or options are exercised, the group issues new shares.  The 
proceeds received, net of any directly attributable transaction costs, are 
credited to share capital (nominal value) and share premium when the warrants or 
options are exercised. 
 
3.19 Related parties 
 
(A) A person or a close member of that person's family is related to the group 
if that person: 
 
(i)         has control or joint control over the group; 
 
(ii)        has significant influence over the group; or 
 
(iii)      is a member of the key management personnel of the group or of a 
parent of the group. 
 
(B) An entity is related to the group if any of the following conditions 
applies: 
 
(i)      The entity and the group are members of the same group (which means 
that each parent, subsidiary and fellow subsidiary is related to the others). 
 
(ii)     One entity is an associate or joint venture of the other entity (or an 
associate or joint venture of a member of a group of which the other entity is a 
member). 
 
(iii)   Both entities are joint ventures of the same third party. 
 
(iv)   One entity is a joint venture of a third entity and the other entity is 
an associate of the third entity. 
 
(v)    The entity is a post-employment benefit plan for the benefit of employees 
of either the group or an entity related to the group.  If the group is itself 
such a plan, the sponsoring employers are also related to the group. 
 
(vi)   The entity is controlled or jointly controlled by a person identified in 
(A). 
 

(vii) A person identified in (A)(i) has significant influence over the entity or 
is a member of the key management personnel of the entity (or of a parent of the 
entity). 
 
The entity, or any member of a group of which it is a part, provides key 
management personnel services to the group or to a parent of the Company. 
 
3.20 Employee benefits 
 
(i)                   Employee leave entitlements 
 
Employee entitlements to annual leave and long service leave are recognised when 
they accrue to employees.  A provision is made for the estimated liability for 
annual leave and long service leave as a result of services rendered by 
employees up to the end of the reporting period. 
 
Employee entitlements to sick leave and maternity leave are not recognised until 
the time of leave. 
 
(ii)                 Pension obligations 
 
The group contributes to defined contribution retirement schemes which are 
available to all employees.  Contributions to the schemes by the group and 
employees are calculated as a percentage of employees' basic salaries.  The 
retirement benefit scheme cost charged to profit or loss represents 
contributions payable by the group to the funds. 
 
(iii)                Termination benefits 
 
Termination benefits are recognised at the earlier of the dates when the group 
can no longer withdraw the offer of those benefits and when the group recognises 
restructuring costs and involves the payment of termination benefits. 
 
3.21 Events after the reporting period 
 
Events after the reporting period that provide additional information about the 
group's position at the end of the reporting period or those that indicate the 
going concern assumption is not appropriate are adjusting events and are 
reflected in the financial statements.  Events after the reporting period that 
are not adjusting events are disclosed in the notes to the financial statements 
when material. 
 
4. Judgements And Key Sources Of Estimation And Uncertainty 
 
The preparation of the financial statements requires management to make 
estimates and assumptions that affect the reported amounts of revenues, 
expenses, assets and liabilities, and the disclosure of contingent liabilities 
at the date of the financial statements. 
 
If in the future such estimates and assumptions which are based on management's 
best judgement at the date of the financial statements, deviate from the actual 
circumstances, the original estimates and assumptions will be modified as 
appropriate in the year in which the circumstances change. Where necessary, the 
comparatives have been reclassified or extended from the previously reported 
results to take into account presentational changes. 
 
5. Operating Profit 
 
Operating profit or loss is stated after charging/crediting: 
 
                                            Group 
                                            2023         2022 
                                            £            £ 
Fair value adjustment of listed shares      (300,795)    - 
Gains on cryptocurrency assets              323,178      - 
 
Total                                       22,383       - 
 
6. Auditors Remuneration 
 
                                                          Group 
                                                          2023      2022 
                                                          £         £ 
Fees payable for the audit of the financial statements    78,590    - 
 
                                                          78,590    - 
 
7. Interest Payable And Similar Expenses 
 
                               Group 
                               2023     2022 
                               £        £ 
Interest on lease liability    1,892    - 
 
                               1,892    - 
 
8. Employees And Directors 
 
The average 
monthly number of 
persons employed 
by the group 
during the year 
was as follows: 
 
                         Group 
                         2023       2022 
Directors                8          0 
Employees                4          0 
 
The aggregate 
payroll costs 
incurred during          Group 
the year, 
relating 
to the above,            2023       2022 
were: 
                         £          £ 
Directors                665,821    - 
Employees                168,602    - 
 
9. Taxation 
 
The group's taxation charge or credit is the composite of: 
 
 1. Corporation tax credit arising on losses in the financial year; and 
 2. Deferred taxation arising on temporary and permanent timing differences and 
losses carried forward, to the extent that the group believes these to be 
recoverable from future taxable profits. 
 
At 30 June 2023, the group had tax losses available to be offset against future 
taxable profits of [(£1,074,640)] 
 
Major components of tax expense           Group 
                                          2023      2022 
Current tax                               £         £ 
UK current tax expense                    -         - 
 
Deferred tax 
Revaluation of listed investment          12,517    12,517 
 
10. Tangible Assets - Right-Of-Use Assets 
 
               Right-of-use    Computer            Fixtures &          Total 
               asset           equipment           Fittings 
Cost           £               £                   £                   £ 
Upon           190,650         12,882              3,735               207,267 
acquisition 
Additions      -                          9,972               1,754    11,726 
Balance as at  190,650         22,854              5,489               218,993 
30 June 2023 
 
Depreciation 
Upon           87,381          7,462               1,401               96,244 
acquisition 
Charge for     15,888          2,643               346                 18,876 
the period 
At 30 June     103,269         10,105              1,747               115,120 
2023 
 
Net book 
value 
At 30 June     87,381          12,749              3,743               103,873 
2023 
At 30 June     -               -                   -                   - 
2022 
 
11. Lease                                          2023                2022 
liability 
                                                   £                   £ 
Upon                                               108,309             - 
acquisition 
Interest                                           1,892               - 
expense 
Payments                                           (16,500)            - 
 
At the end of                                      93,701              - 
the year 
Current                                            31,776              - 
Non-current                                        61,925              - 
 
12. Tangible Assets - Investments 
 
                                        Group 
                                        2023         2022 
                                        £            £ 
 
As at 1 July 2022                       1,987        1,987 
Transfer from financial assets          315,320      - 
Revaluations                            (300,795)    - 
 
At the end of the year                  16,512       1,987 
 
13. Intangible Assets - Cryptoassets Held for Investment 
 
                                      Group 
                                      2023           2022 
                                      £              £ 
 
Cryptoassets 
 
Upon acquisition                      556,049        - 
Additions                             4,660,607      - 
Disposals                             (4,318,383)    - 
Gain on sale of cryptoassets          323,178        - 
 
At the end of the year                1,221,451      - 
 
14. Intangibles - Other Intangibles 
 
                                      Group 
                                      2023          2022 
Website & software development        £             £ 
Upon acquisition                      1,166,667     - 
Additions                             338,558       - 
Amortisation                          (270,836)     - 
 
At the end of the year                1,234,389     - 
 
Intangible assets - goodwill 
                                      Group 
                                      2023          2022 
Goodwill                              £             £ 
Upon acquisition                      21,850,947    - 
Impairment                            -             - 
 
Net book value                        21,850,947    - 
 
15. Trade And Other Receivables 
 
                                Group 
                                2023       2022 
                                £          £ 
Prepayments                     112,481    - 
Other debtors                   3,042      - 
 
At the end of the year          115,523    - 
 
16. Cash And Cash Equivalents 
 
                      Group 
                      2023         2022 
                      £            £ 
Cash at bank          2,335,375    1,066,912 
 
17. Trade Payables 
 
                                Group 
                                2023       2022 
Trade payables                  £          £ 
 
Trade creditors                 237,343    41,739 
At the end of the year          237,343    - 
 
18. Related Party Transactions 
 
Directors current account 
 
                                      Group 
                                      2023           2022 
                                      £              £ 
Balance upon acquisition              1,994,975      - 
Transactions during the year          (1,315,524)    - 
 
At the end of the year                679,451        - 
 
19. Acquisitions 
 
On 10 January 2023, the Group acquired Tap Global Limited and its subsidiaries. 
The total consideration was £20.25m, satisfied by the issue of shares. Tap 
Global Limited was providing an App and trading platform that allow customers to 
hold and trade crypto currencies and conduct fiat FX. 
 
The fair value of the identifiable assets and liabilities of the above company 

as at its date of acquisition is as follows: 
 
                              £ 
Cash and cash equivalents                                 323,840 
Trade and other receivables                               107,561 
Tangible Assets                                           111,023 
Intangible Assets                                     1,166,667 
Crypto Currency Assets                                    556,049 
Trade Payables                                          (195,782) 
Accruals                                                  (67,021) 
Lease liability                                         (108,309) 
Investment Quetzal Liability                         (1,500,000) 
Director's current account                           (1,994,975) 
                                                     (1,600,947) 
Share consideration                                 20,250,000 
Goodwill                      -                     21,850,947 
 
20. Loss Per Share 
 
The calculation of basic loss per share has been based on the loss attributable 
to ordinary shareholders. The loss after tax attributable to ordinary 
shareholders of the group is, £1,074,640 (2022: £306,163). 
 
Loss per share is calculated by dividing the loss for the year attributable to 
ordinary shareholders of the parent by the number of ordinary and deferred 
shares outstanding during the year. 
 
The effect of all potential ordinary shares are anti-dilutive for the year ended 
30 June 2023 and 2022. 
 
21. Subsidiary Undertakings 
 
The parent 
company 
holds the 
share 
capital 
(both 
directly and 
indirectly) 
of the 
following 
companies 
 
Subsidiary    Country of        Class       Shares Held % 
              registration 
              / incorporatio 
              n 
Tap Global    Gibraltar         Ordinary    100 
Ltd 
Tap           Gibraltar         Ordinary    100 
Technologies 
Limited* 
Tap Global    Australia         Ordinary    100 
Pty Ltd* 
Tap Americas  United States     Ordinary    100 
LLC*          of America 
 
*denotes 
held 
indirectly 
 
22. Share Options And Share Warrants 
 
The group grants share options to employees as part of the remuneration of key 
management personnel and directors to enable them to purchase ordinary shares in 
the group. Under the plan, 1,125,000 options were granted for no cash 
consideration for a period of 2 years expiring on an extended date of 31December 
2023. The share options outstanding at 30 June 2023 had a weighted average 
remaining contractual life of 0.5 years (2022: 0.75). Maximum term of new 
options granted was 2 years from the grant date. The weighted average exercise 
price of share options as at the date of exercise is £0.00427 (2022: £0.0064). 
 
John Taylor holds the following options: 
 
Number   Exercise Price  Expiry Date       Vesting Conditions 
150,000  £0.06           31 December 2023  Fully Vested 
150,000  £0.08           31 December 2023  Fully Vested 
150,000  £0.10           31 December 2023  Fully Vested 
 
Fungai Ndoro retains the following share options granted to her: 
 
Number   Exercise Price  Expiry Date       Vesting Conditions 
112,500  £0.06           31 December 2023  Fully Vested 
112,500  £0.08           31 December 2023  Fully Vested 
112,500  £0.10           31 December 2023  Fully Vested 
 
Simon Grant-Rennick retained the following share options granted to him on 10 
March 2021.  75% of the original grant lapsed on Simon's resignation: 
 
Number  Exercise Price  Expiry Date       Vesting Conditions 
37,500  £0.06           31 December 2023  Fully Vested 
37,500  £0.08           31 December 2023  Fully Vested 
37,500  £0.10           31 December 2023  Fully Vested 
 
Anthony Quirke holds the following options: 
 
Number  Exercise Price  Expiry Date       Vesting Conditions 
75,500  £0.06           31 December 2023  Fully Vested 
75,500  £0.08           31 December 2023  Fully Vested 
75,500  £0.10           31 December 2023  Fully Vested 
 
Share Warrants 
 
The group has 37,500,000 share warrants with each warrant giving the holder the 
right to subscribe for one ordinary share in the group at a price of £0.08 per 
share and will expire on 31 December 2023. 
 
Additionally, the group has a further 39,444,445 share warrants with each 
warrant giving the holder the right to subscribe for one ordinary share in the 
group at a price of £0.08 per share and will expire on 10 January 2026. 
 
Furthermore, the group as an additional 1,000,000 share warrants with each 
warrant giving the holder the right to subscribe for one ordinary share in the 
group at a price of £0.045 per share and will expire on 10 January 2028. 
 
The fair value of these share options expensed during the year was £378,632, 
being the value of the options and warrants attributable to the vesting periods 
to 30 June 2023 (2022: £4,979).  The volatility is set by reference to the 
historic volatility of the share price of the Company. 
 
23. Called Up Share Capital 
 
                                2023                    2022 
COMPANY AND GROUP               No.          £          No.          £ 
 
Ordinary shares of £0.001 each  693,409,624  693,410    171,187,399  171,187 
Deferred shares of £0.099 each  15,455,115   1,530,056  15,455,115   1,530,056 
 
                                708,864,739  2,223,466  186,642,514  1,701,243 
 
24. Fair value measurements 
 
Fair value is the price that would be received to sell an asset or paid to 
transfer a liability in an orderly transaction between market participants at 
the measurement date.  The following disclosures of fair value measurements use 
a fair value hierarchy that categorises into three levels the inputs to 
valuation techniques used to measure fair value: 
 
Level 1 inputs: quoted prices (unadjusted) in active markets for identical 
assets or liabilities that the Group can access at the measurement date. 
 
Level 2 inputs: inputs other than quoted prices included within level 1 that are 
observable for the asset or liability, either directly or indirectly. 
 
Level 3 inputs: unobservable inputs for the asset or liability. 
 
The group's policy is to recognise transfers into and transfers out of any of 
the three levels as of the date of the event or change in circumstances that 
caused the transfer. 
 
Disclosures of level in fair value hierarchy: 
 
                         Fair value measurements using:  Total 
Description              Level 1  Level 2  Level 3       2023 
                         HK$      HK$      HK$           HK$ 
Recurring fair value 
measurements: 
Investments at fair 
value through profit or 
loss 
Listed securities        16,512   -        -             16,512 
 
                         Fair value measurements using:  Total 
Description              Level 1  Level 2  Level 3       2022 
                         HK$      HK$      HK$           HK$ 
Recurring fair value 
measurements: 
Investments at fair 
value through profit or 
loss 
Listed securities        317,307  -        -             317,307 
 
25. Events After The End Of The Reporting Period 
 
No other matters or circumstances have arisen since the end of the financial 
year which significantly affected or may significantly affect the operations of 
the group, the results of those operations or the state of affairs of the group 
in future financial years. 
 
Tap Global Group Plc 
 
Company number 05840813 
 
Parent Company Statement of Financial Position 
 
Year Ended 30 June 2023 
 
                                                        2023         2022 
                                                Note    £            £ 
Fixed assets 
Investments                                     6       16,512       1,987 
Investments in subsidiaries                     6       20,250,000   - 
                                                        20,266,512   1,987 
Current assets 
Debtors                                         7       12,997       102,078 
Financial assets                                8       -            1,815,320 
Cash and cash equivalents                               567,414      1,066,912 
                                                        580,411      2,984,310 
 
Creditors: amounts falling due within one year  9       96,100       139,964 
 
Net current assets                                      484,311      2,844,346 
 
Total assets less current liabilities                   20,750,823   2,846,333 
 
Provisions                                      10      12,517       12,517 
 
Net assets                                              20,763,340   2,858,850 
 
Capital and reserves 
Called up share capital                         12      2,223,466    1,701,243 
Share premium                                           27,685,458   4,687,681 
Option & warrant reserve                                374,898      14,099 
Capital reserves                                        (4,500,000)  - 
Profit & loss accounts                                  (5,020,482)  (3,544,173) 
 
Shareholders' funds                                     20,763,340   2,858,850 
 
The Parent Company financial statements were approved and authorised for issue 
by the Board and were signed on its behalf by: 
 
Anthony Quirke 
 
Director 
 
Date: 27 December 2023 
 
The notes form part of these Parent Company financial statements. 
 
Tap Global Group Plc 
 
Parent Company Statement of Changes in Equity 
 
Year Ended 30 June 2023 
 
               Called up  Share       Option &  Capital      Profit &     Total 
               Share      Premium     Warrant   Reserves     Loss 
               Capital                Reserves               Account 
               £          £           £         £            £            £ 
 
As at 1 July   1,701,243  4,687,681   14,099    -            (3,544,173) 
2,858,850 
2022 
 
Total          -          -           -         -            (1,494,142) 
(1,344,142) 
comprehensive 
loss 
for the year 
 

Issue of       522,223    3,177,777   -         -            - 
3,700,000 
shares 
 
Acquisition    -          19,820,000  -                      - 
19,820,000 
of 
subsidiaries 
 
Deemed         -          -           -         (4,500,000)  - 
(4,500,000) 
contribution 
 
Forfeiture of  -          -           (17,833)  -            17,833       - 
share option 
 
Option &       -          -           378,632   -            - 
378,632 
warrant 
reserve 
 
Balance at 30  2,223,466  27,685,458  374,898   (4,500,000)  (5,020,482) 
20,763,340 
June 
2023 
 
                    Called up  Share      Option &  Profit &     Total 
                    Share      Premium    Warrant   Loss 
                    Capital               Reserves  Account 
                    £          £          £         £            £ 
 
As at 1 July 2021   1,701,243  4,687,681  9,120     (3,238,010)  3,160,034 
 
Total               -          -          -         (306,163)    (360,163) 
comprehensive loss 
for the year 
 
Option & warrant    -          -          4,979     -            4,979 
reserve 
 
Balance at 30 June  1,701,243  4,687,681  14,099    (3,544,173)  2,858,850 
2022 
 
The following describes the nature and purpose of each reserve within owners' 
equity: 
 
Reserve    Description and purpose 
Called Up  This represents the nominal value of 
Share      shares issued. 
Capital 
Share      Amount subscribed for share capital in 
Premium    excess of nominal value. 
Profit &   Cumulative net gains and losses recognised 
Loss       in the statement of comprehensive income. 
Account 
Other      Cumulative fair value of options granted 
Reserve 
 
The notes form part of these Parent Company financial statements. 
 
Tap Global Group Plc 
 
Parent Company Statement of Cash Flows 
 
Year Ended 30 June 2023 
 
                                 2023          2022 
                                 £             £ 
Cash flows from operating 
activities 
Loss after taxation for          (1, 494,142)  (306,163) 
the financial year 
Adjustments for: 
Tax on loss                      -             (15,629) 
Share option charge              378,632       4,979 
Fair value adjustment of         -             82,552 
listed shares 
Loss / (profit) on               300,795       (162,769) 
disposal of investments 
 
Changes in: 
Trade and other debtors          (2,910,919)   (27,338) 
Trade and other creditors        (43,864)      119,594 
 
Net cash used in                 (3,769,498)   (304,774) 
operating activities 
 
Cash flows from investing 
activities 
Purchase of Convertible          -             (1,500,000) 
Loan Note 
Purchase of investments          -             (612,875) 
Sales of investments             -             645,994 
Net cash used in                 -             (1,466,881) 
investing activities 
 
Cash flows from financing 
activities 
Tax paid                         -             (3,112) 
Share issue                      3,700,000     - 
Share issue expenses paid        (430,000)     - 
Net cash used in                 3,270,000     (3,112) 
financing activities 
 
Decrease in cash and cash        (499,498)     (1,774,767) 
equivalents 
Cash and cash equivalents        1,066,912     2,841,679 
at beginning of the year 
Cash and cash equivalents        567,414       1,066,912 
at the end of the year 
 
The notes form part of these Parent Company financial statements. 
 
Tap Global Group Plc 
 
Notes to the Parent Company Financial Statements 
 
Year Ended 30 June 2023 
 
1. General information 
 
The Parent Company is a public company limited by shares, registered in England 
and Wales. The address of the registered office is 6th Floor, 60 Gracechurch 
Street, London, EC3V 0HR, United Kingdom. 
 
2. Statement of compliance 
 
The Parent Company financial statements of Tap Global Group Plc (formerly 
Quetzal Capital Plc) have been prepared in compliance with United Kingdom 
Accounting Standards, including Financial Reporting Standard 102, "The Financial 
Reporting Standard applicable in the United Kingdom and the Republic of Ireland" 
("FRS 102") and the Companies Act 2006. 
 
3. Summary of significant accounting policies 
 
The significant accounting policies applied in the preparation of these Parent 
Company financial statements are set out below.  These policies have been 
consistently applied to all years presented unless otherwise stated. 
 
Basis of preparation 
 
The Parent Company financial statements have been prepared on the historical 
cost basis, as modified by the revaluation of certain financial assets and 
liabilities and investment properties measured at fair value through profit or 
loss. 
 
The Parent Company financial statements are prepared in sterling, which is the 
functional currency of the entity. 
 
Going Concern 
 
The Parent Company made a loss for the year of £1,494,142 (2022: £306,163) and 
has net asset position of £20,763,340 (2022: £2,858,850). The directors continue 
to adopt the going concern basis of accounting in preparing the Parent Company 
financial statements. 
 
The directors believe it is appropriate to prepare the Parent Company financial 
statements on a going concern basis as the Parent Company will have sufficient 
funds to finance its operations for the next 15 months from the approval of 
these Parent Company financial statements. 
 
Judgements and key sources of estimation uncertainty 
 
The preparation of the Parent Company financial statements requires management 
to make judgements, estimates and assumptions that affect the amounts reported. 
These estimates and judgements are continually reviewed and are based on 
experience and other factors, including expectations of future events that are 
believed to be reasonable under the circumstances. 
 
Significant judgements 
 
The are no judgements (apart from those involving estimations) that management 
has made in the process of applying the entity's accounting policies and that 
have a significant effect on the amounts recognised in the Parent Company 
financial statements. 
 
Key sources of estimation uncertainty 
 
Accounting estimates and assumptions are made concerning the future and, by 
their nature, will rarely equal the related actual outcome. There are no key 
assumptions and other sources of estimation uncertainty that have a significant 
risk of causing a material adjustment to the carrying amounts of assets and 
liabilities within the next financial year. 
 
Investments 
 
Fixed asset investments are initially recorded at cost, and subsequently stated 
at cost less any accumulated impairment losses. 
 
Listed investments are measured at fair value with changes in fair value being 
recognised in profit or loss. 
 
Impairment of fixed assets 
 
A review for indicators of impairment is carried out at each reporting date, 
with the recoverable amount being estimated where such indicators exist. Where 
the carrying value exceeds the recoverable amount, the asset is impaired 
accordingly. Prior impairments are also reviewed for possible reversal at each 
reporting date. 
 
For the purposes of impairment testing, when it is not possible to estimate the 
recoverable amount of an individual asset, an estimate is made of the 
recoverable amount of the cash-generating unit to which the asset belongs. The 
cash-generating unit is the smallest identifiable group of assets that includes 
the asset and generates cash inflows that largely independent of the cash 
inflows from other assets or groups of assets. 
 
For impairment testing of goodwill, the goodwill acquired in a business 
combination is, from the acquisition date, allocated to each of the cash 
-generating units that are expected to benefit from the synergies of the 
combination, irrespective of whether other assets or liabilities of the Parent 
Company are assigned to those units. 
 
Financial instruments 
 
A financial asset or a financial liability is recognised only when the Parent 
Company becomes a party to the contractual provisions of the instrument. 
 
Basic financial instruments are initially recognised at the transaction price, 
unless the arrangement constitutes a financing transaction, where it is 
recognised at the present value of the future payments discounted at a market 
rate of interest for a similar debt instrument. 
 
Debt instruments are subsequently measured at amortised cost. 
 
Where investments in non-convertible preference shares and non-puttable ordinary 
shares or preference shares are publicly traded or their fair value can 
otherwise be measured reliably, the investment is subsequently measured at fair 
value with changes in fair value recognised in profit or loss. All other such 
investments are subsequently measured at cost less impairment. 
 
Other financial instruments, including derivatives, are initially recognised at 
fair value, unless payment for an asset is deferred beyond normal business terms 
or financed at a rate of interest that is not a market rate, in which case the 
asset is measured at the present value of the future payments discounted at a 
market rate of interest for a similar debt instrument. 
 
Other financial instruments are subsequently measured at fair value, with any 
changes recognised in profit or loss, with the exception of hedging instruments 
in a designated hedging relationship. 
 
Financial assets that are measured at cost or amortised cost are reviewed for 
objective evidence of impairment at the end of each reporting date. If there is 
objective evidence of impairment, an impairment loss is recognised in profit or 
loss immediately. 
 
For all equity instruments regardless of significance, and other financial 
assets that are individually significant, these are assessed individually for 
impairment. Other financial assets are either assessed individually or grouped 
on the basis of similar credit risk characteristics. 
 
Any reversals of impairment are recognised in profit or loss immediately, to the 
extent that the reversal does not result in a carrying amount of the financial 

asset that exceeds what the carrying amount would have been had the impairment 
not previously been recognised. 
 
4. Auditors remuneration 
 
                                   2023    2022 
                                   £       £ 
 
Fees payable for the audit of the  25,000  7,100 
Parent Company financial 
statements 
 
5. Employees and directors 
 
The average monthly number of persons employed by the Parent Company during the 
year was as follows: 
 
               2023  2022 
 
Directors      5     3 
Employees      1     - 
 
The aggregate payroll costs incurred during the year, relating to the above, 
were: 
 
               2023     2022 
               £        £ 
 
Directors      269,007  99,115 
Employees      33,333   - 
 
As in previous years this disclosure did not include social security costs, 
however, in 2023 this amounted to an additional £19,595.  Currently all 
employees and directors are opted-out of a workplace pension and no pension 
contributions are made by the Parent Company on their behalf. 
 
6. Investments 
 
               Shares in     Other investments  Total 
               group         other than loans 
               undertakings 
               £             £                  £ 
 
As at 1 July   -             1,987              1,987 
2022 
Additions      20,250,000    -                  20,250,000 
Transfer from  -             315,320            315,320 
financial 
assets 
Revaluations   -             (300,795)          (300,795) 
Balance at 30  20,250,000    16,512             20,266,512 
June 2023 
 
                             Shares in     Other        Total 
                             group         investments 
                             undertakings  other than 
                                           loans 
Carrying                     £             £            £ 
amount 
 
As at 30                     -             1,987        1,987 
June 2022 
As at 30                     20,250,000    16,512       20,266,512 
June 2023 
The Parent 
Company 
holds the 
share 
capital 
(both 
directly and 
indirectly) 
of the 
following 
companies 
 
Subsidiary    Country of         Class               Shares Held 
              registration                           % 
              / incorporatio 
              n 
Tap Global    Gibraltar          Ordinary            100 
Ltd 
Tap           Gibraltar          Ordinary            100 
Technologies 
Limited* 
Tap Global    Australia          Ordinary            100 
Pty Ltd* 
Tap Americas  United States      Ordinary            100 
LLC*          of America 
 
*denotes 
held 
indirectly 
 
7. Debtors 
 
                                    2023    2022 
                                    £       £ 
 
Prepayments and accrued income      12,997  23,092 
VAT liability                       -       21,057 
Other debtors                       -       57,929 
 
                                    12,997  102,078 
 
£296 (2022: £24,817) of other debtors represent funds held as a cash balance in 
a brokerage account. 
 
8. Financial assets 
 
                                                    2023  2022 
                                                    £     £ 
At fair value 
Available for sale listed and unlisted investments  -     1,815,320 
 
                                                    -     1,815,320 
 
9. Creditors falling due within one year 
 
                     2023    2022 
                     £       £ 
 
Trade creditors      7,450   41,739 
Accruals             88,650  98,225 
 
                     96,100  139,964 
 
10. Provisions 
 
                         Deferred tax 
Carrying amount          £ 
 
As at 1 July 2022        (12,517) 
 
Movement                 - 
 
Balance at 30 June 2023  (12,517) 
 
11. Deferred tax 
 
The deferred tax included in the statement of financial position is as follows: 
 
                                 2023      2022 
                                 £         £ 
 
Included in provision (note 10)  (12,517)  (12,517) 
 
                                 (12,517)  (12,517) 
 
The deferred tax account consists of the tax effect of timing differences in 
respect of: 
 
                                                      2023      2022 
                                                      £         £ 
 
Revaluation of listed investments / financial assets  (12,517)  (12,517) 
 
                                                      (12,517)  (12,517) 
 
12. Called up share capital 
 
                                2023                    2022 
COMPANY AND GROUP               No.          £          No.          £ 
 
Ordinary shares of £0.001 each  693,409,624  693,410    171,187,399  171,187 
Deferred shares of £0.099 each  15,455,115   1,530,056  15,455,115   1,530,056 
 
                                708,864,739  2,223,466  186,642,514  1,701,243 
 
13. Share options and share warrants 
 
The Parent Company grants share options to employees as part of the remuneration 
of key management personnel and directors to enable them to purchase ordinary 
shares in the Parent Company. Under the plan, 1,125,000 options were granted for 
no cash consideration for a period of 2 years expiring on an extended date of 
31December2023. The share options outstanding at 30 June 2023 had a weighted 
average remaining contractual life of 0.5 years (2022: 0.75). Maximum term of 
new options granted was 2 years from the grant date. The weighted average 
exercise price of share options as at the date of exercise is £0.00402 
(2022:£0.0064). 
 
John Taylor hold the following options: 
 
Number   Exercise Price  Expiry Date       Vesting Conditions 
150,000  £0.06           31 December 2023  Fully Vested 
150,000  £0.08           31 December 2023  Fully Vested 
150,000  £0.10           31 December 2023  Fully Vested 
 
Fungai Ndoro retains the following share options granted to her: 
 
Number   Exercise Price  Expiry Date       Vesting Conditions 
112,500  £0.06           31 December 2023  Fully Vested 
112,500  £0.08           31 December 2023  Fully Vested 
112,500  £0.10           31 December 2023  Fully Vested 
 
Simon Grant-Rennick retained the following share options granted to him on 10 
March 2021.  75% of the original grant lapsed on Simon's resignation: 
 
Number  Exercise Price  Expiry Date       Vesting Conditions 
37,500  £0.06           31 December 2023  Fully Vested 
37,500  £0.08           31 December 2023  Fully Vested 
37,500  £0.10           31 December 2023  Fully Vested 
 
Anthony Quirke hold the following options: 
 
Number  Exercise Price  Expiry Date       Vesting Conditions 
75,500  £0.06           31 December 2023  Fully Vested 
75,500  £0.08           31 December 2023  Fully Vested 
75,500  £0.10           31 December 2023  Fully Vested 
 
Share Warrants 
 
The Parent Company has 37,500,000 share warrants with each warrant giving the 
holder the right to subscribe for one ordinary share in the Parent Company at a 
price of £0.08 per share and will expire on 31 December 2023. 
 
Additionally the Parent Company has a further 39,444,445 share warrants with 
each warrant giving the holder the right to subscribe for one ordinary share in 
the Parent Company at a price of £0.08 per share and will expire on 10 January 
2026. 
 
Furthermore, the Parent Company as an additional 1,000,000 share warrants with 
each warrant giving the holder the right to subscribe for one ordinary share in 
the Parent Company at a price of £0.045 per share and will expire on 10 January 
2028. 
 
The fair value of these share options and warrants expensed during the year was 
£378,632, being the value of the options and warrants attributable to the 
vesting periods to 30 June 2023 (2022: £4,979). 
 
The volatility is set by reference to the historic volatility of the share price 
of the Parent Company. 
 
14. Events after the end of the reporting period 
 
No other matters or circumstances have arisen since the end of the financial 
year which significantly affected or may significantly affect the operations of 
the group, the results of those operations or the state of affairs of the group 
in future financial years. 
 
15. Related party transactions 
 
All transactions with Directors are included within Notes 5 and 13. 
 
16. Controlling party 
 
The directors consider that there is no ultimate controlling party. 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END 
 
 

(END) Dow Jones Newswires

December 28, 2023 02:01 ET (07:01 GMT)