Share Name Share Symbol Market Type Share ISIN Share Description
Imperial X Plc NEX:IMPP NEX Ordinary Share GB00B44LQR57
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 6.50 6.00 7.00 6.50 6.50 6.50 0.00 07:34:22
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - -

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

02/12/2019 7:00am

UK Regulatory (RNS & others)

2 December 2019 
                                Imperial X Plc 
                         ("Imperial" or the "Company") 
                Audited Results for the Year Ended 30 June 2019 
Dear Shareholder, 
Enclosed are the financial results of Imperial X Plc ("Imperial" or the 
"Company") and its subsidiaries (together "the Group") for the year ended 30 
June 2019. 
During the year the Company investigated a number of investment opportunities 
in the minerals and oil & gas industries. These due diligence activities did 
not produce an opportunity the directors believed was suitable of pursuing. 
Subsequent to year end and with the support of the Company's major shareholders 
a new Board of directors was appointed.  The new Board has a mandate to 
continue to assess suitable transactions in the medicinal cannabis sector and 
will consider other sectors if appropriate opportunities arise. 
Financial Review 
The Group currently only has interest revenue and its cash reserves will be 
used in the short term to cover compliance costs, initial due diligence and 
other costs incidental to the identification and development of acquisition 
Subsequent to the year end the Company raised GBP346,776 at 0.025p from a range 
of high net worth investors.  These funds will be used for working capital and 
to assess investment opportunities. The Company also converted GBP46,150 of the 
unsecured convertible loan notes in to 4,615,000 new ordinary shares post year 
The loss for the year was GBP309,189 (2018: GBP100,176). The result for the year 
ended 30 June 2019 consisted mainly of share option expenses and legal and 
professional fees. 
The directors of the Company do not intend to pay a dividend for the financial 
year ended 30 June 2019. 
Financial Position 
The Group's Statement of Financial Position as at 30 June 2019 and comparatives 
at 30 June 2018 are summarised below: 
                                                    30 June 2019   30 June 2018 
                                                               GBP              GBP 
Current assets                                             7,667         26,341 
Non-current assets                                             -              - 
Total assets                                               7,667         26,341 
Current liabilities                                      134,272          7,860 
Total liabilities                                        134,272          7,860 
Net (liabilities)/assets                               (126,605)         18,481 
On behalf of the Board, I would like to record our thanks to those who have 
helped the Company throughout the year. 
Kyler Hardy 
Chief Executive Officer 
Imperial X Plc 
29 November 2019 
The Directors of the Company accept responsibility for the content of this 
For further information please contact: 
Imperial X Plc 
Kyler Hardy 
Tel: +1 250 877 1394 
Peterhouse Capital Limited 
Guy Miller 
Tel: +44 20 7220 9795 
For the year ended 30 June 2019 
                                                 For the year   For the year 
                                                ended 30 June  ended 30 June 
                                                         2019           2018 
                                          Note              GBP              GBP 
Continuing operations 
Administrative expenses                             (309,248)      (100,183) 
Finance income - interest receivable                       59              7 
Loss before taxation                                (309,189)      (100,176) 
Income tax                                  4               -              - 
Loss for the year attributable to the               (309,189)      (100,176) 
equity shareholders of the parent 
Other comprehensive income for the year,                    -              - 
net of tax 
Total comprehensive income for the year             (309,189)      (100,176) 
attributable to the equity shareholders 
of the parent 
Earnings per share 
Basic and diluted loss per share                      (0.97p)        (0.32p) 
attributable to the equity shareholders     5 
of the parent (pence) 
The Notes on pages 22 to 32 form an integral part of these Financial 
As at 30 June 2019 
                                       Group                  Company 
                         Note       As at       As at       As at        As at 
                                  30 June     30 June     30 June 30 June 2018 
                                     2019        2018        2019 
                                        GBP           GBP           GBP            GBP 
Non-current assets 
  Investments in          7             -           -          10           10 
Total non-current assets                -           -          10           10 
Current assets 
  Trade and other         8         6,335       6,135       6,335        5,535 
  Cash and cash                     1,332      20,206       1,299       19,327 
Total current assets                7,667      26,341       7,634       24,862 
TOTAL ASSETS                        7,667      26,341       7,644       24,872 
Current Liabilities 
  Trade and other         9       134,272       7,860     135,621        7,860 
Total current                     134,272       7,860     135,621        7,860 
TOTAL LIABILITIES                 134,272       7,860     135,621        7,860 
NET ASSETS                      (126,605)      18,481   (127,977)       17,012 
Share capital             10      202,786     202,786     202,786      202,786 
Share premium             10      876,297     876,297     876,297      876,297 
Equity to be issued       10       31,215      27,265      31,215       27,265 
Other reserve                     161,753       1,600     161,753        1,600 
Retained losses               (1,398,656) (1,089,467) (1,400,028)  (1,090,936) 
TOTAL EQUITY                    (126,605)      18,481   (127,977)       17,012 
The loss for the Company for the year was GBP309,093 (30 June 2018: loss of GBP 
97,521). The Company has elected to take the exemption under Section 408 of the 
Companies Act 2006 from presenting the Parent Company Statement of 
Comprehensive Income. 
The Financial Statements were approved and authorised for issue by the Board of 
Directors on 29 November 2019 and were signed on its behalf by: 
Kyler Hardy 
The Notes on pages 22 to 32 form an integral part of these Financial 
For the year ended 30 June 2019 
Group                 Share capital       Share  Equity to be     Shares to be    Retained  Available for  Total Equity 
                                        premium        issued     issued under      losses   sale reserve 
                                  GBP           GBP             GBP                GBP           GBP              GBP             GBP 
At 1 July 2017              201,700     855,658             -            1,600   (989,291)              -        69,667 
Loss for the year                 -           -             -                -   (100,176)              -     (100,176) 
Other comprehensive               -           -             -                -           -              -             - 
income for the year 
Total comprehensive               -           -             -                -   (100,176)              -     (100,176) 
income for the year 
Issue of ordinary             1,086      20,639             -                -           -              -        21,725 
Equity to be issued               -           -        27,265                -           -              -        27,265 
Balance at 30 June          202,786     876,297        27,265            1,600 (1,089,467)              -        18,481 
At 1 July 2018              202,786     876,297        27,265            1,600 (1,089,467)              -        18,481 
Loss for the year                 -           -             -                -   (309,189)              -     (309,189) 
Other comprehensive               -           -             -                -           -              -             - 
income for the year 
Total comprehensive               -           -             -                -   (309,189)              -     (309,189) 
income for the year 
Equity to be issued               -           -         3,950                -           -              -         3,950 
Share based payments              -           -             -          160,153           -              -       160,153 
Balance at 30 June          202,786     876,297        31,215          161,753 (1,398,656)              -     (126,605) 
Company                   Share  Share premium   Equity to  Shares to be   Retained losses   Available      Total 
                        capital                  be issued  issued under                      for sale     Equity 
                                                                 options                       reserve 
                              GBP              GBP           GBP             GBP                 GBP           GBP          GBP 
At 1 July 2017               201,700     855,658             -           1,600    (993,415)              -         65,543 
Loss for the year                  -           -             -               -     (97,521)              -       (97,521) 
Other comprehensive                -           -             -               -            -              -              - 
income for the year 
Total comprehensive                -           -             -               -     (97,521)              -       (97,521) 
income for the year 
Issue of ordinary              1,086      20,639             -               -            -              -         21,725 
Equity to be issued                -           -        27,265               -            -              -         27,265 
Balance at 30 June           202,786     876,297        27,265           1,600  (1,090,936)              -         17,012 
At 1 July 2018               202,786     876,297        27,265           1,600  (1,090,936)              -         17,012 
Loss for the year                  -           -             -               -    (309,093)              -      (309,093) 
Other comprehensive                -           -             -               -            -              -              - 
income for the year 
Total comprehensive                -           -             -               -    (309,093)              -      (309,093) 
income for the year 
Equity to be issued                -           -         3,950               -            -              -          3,950 
Share based payments               -           -             -         160,153            -              -        160,153 
Balance at 30 June           202,786     876,297        31,215         161,753  (1,400,029)              -      (127,978) 
The Notes on pages 22 to 32 form an integral part of these Financial 
For the year ended 30 June 2019 
                                              Group               Company 
                                Note        2019       2018      2019      2018 
                                               GBP          GBP         GBP         GBP 
Cash flows from operating          11   (68,925)   (72,474)  (68,079)  (69,819) 
Net cash used in operating              (68,925)   (72,474)  (68,079)  (69,819) 
Cash flows from investing 
Interest received                             51          7        51         7 
Net cash generated from                       51          7        51         7 
investing activities 
Cash Flows from financing 
Proceeds from loan notes issued           50,000          -    50,000         - 
Proceeds from issue of shares                  -     20,000         -    20,000 
Net cash generated from                   50,000     20,000    50,000    20,000 
financing activities 
Net (decrease) in cash and cash         (18,874)   (52,467)  (18,028)  (49,812) 
Cash and cash equivalents at              20,206     72,673    19,327    69,139 
beginning of year 
Cash and cash equivalents at               1,332     20,206     1,299    19,327 
end of year 
The Notes on pages 22 to 32 form an integral part of these Financial 
For the year ended 30 June 2019 
General Information 
The Company is a public limited company incorporated and domiciled in England 
(registered number: 6275976), which is listed on the NEX Exchange. The 
registered office of the Company is 6th Floor, 60 Gracechurch Street, London, 
EC3A 0HR. 
Summary of significant accounting policies 
The principal Accounting Policies applied in the preparation of these Financial 
Statements are set out below. These Policies have been consistently applied to 
all the periods presented, unless otherwise stated. 
Basis of Preparation of Financial Statements 
The Financial Statements have been prepared in accordance with International 
Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by 
the European Union and those parts of the Companies Act 2006 applicable to 
companies reporting under IFRS.The Financial Statements have been prepared 
under the historical cost convention, as modified by the revaluation of 
available for sale financial assets at fair value through other comprehensive 
Imperial X plc, the legal Parent, is domiciled and incorporated in the United 
Kingdom. The functional currency of Imperial X plc and its subsidiary 
undertaking is GBP sterling. 
The Financial Statements are presented in sterling (GBP), rounded to the nearest 
The preparation of Financial Statements in conformity with IFRSs requires the 
use of certain critical accounting estimates.It also requires management to 
exercise its judgement in the process of applying the Group and Company's 
accounting policies. 
Basis of consolidation 
The Group Financial Statements consolidate the Financial Statements of Imperial 
X plc and the Financial Statements of its subsidiary undertaking made up to 30 
June 2019. 
Subsidiaries are entities over which the Group has control.  The Group controls 
an entity when the Group is exposed to, or has rights to, variable returns from 
its involvement with the entity and has the ability to affect those returns 
through its power over the entity. Subsidiaries are fully consolidated from the 
date on which control is transferred to the Group. They are deconsolidated from 
the date that control ceases. 
The cost of acquisition is measured as the fair value of the assets acquired, 
equity instruments issued, and liabilities acquired or assumed at the date of 
exchange. Intercompany transactions, balances and unrealised gains on 
transactions between Group companies are eliminated. 
Changes in accounting policy and disclosures 
 1. New and amended standards adopted by the Company: 
    As of 1 July 2018, the Company has adopted IFRS 9 and IFRS 15. 
    The Company adopted IFRS 9, Financial Instruments ('IFRS 9'), which 
    replaced IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 
    addresses the classification, measurement and recognition of financial 
    assets and liabilities. 
    The Company reviewed the financial assets and liabilities reported on its 
    Statement of Financial Position and completed an assessment between IAS 39 
    and IFRS 9 to identify any accounting changes. The financial assets subject 
    to this review were intercompany loans receivable. The financial 
    liabilities subject to this review were intercompany loans payable and 
    convertible loan notes. Based on this assessment of the classification and 
    measurement model, there were no changes to classification and measurement 
    other than changes in terminology. 
    IFRS 15 requires an expected quantitative impact of the application of IFRS 
    15 to be included within the financial statements. The Group and Company 
    have no revenue and as such there is no impact of IFRS 15. 
    Of the other IFRSs and IFRICs adopted in 2019, none have had a material 
    effect on the Group or Company's Financial Statements. 
            (b)    New and amended standards issued but not yet effective and 
    not early adopted: 
    Standards, amendments and interpretations that are not yet effective and 
    have not been early adopted are as follows: 
Standard             Impact on initial application       Effective date 
IFRS 16              Leases                              1 January 2019 
IFRIC 23             Uncertainty over Income Tax         1 January 2019 
IFRS 9 (Amendments)  Prepayment features with negative   1 January 2019 
IAS 28 (Amendments)  Long term interests in associates   1 January 2019 
                     and joint ventures 
2015-2017 Cycle      Annual improvements to IFRS         1 January 2019 
IFRS 3 (Amendments)  Business combinations               *1 January 2020 
*subject to EU endorsement 
Of these IFRSs and IFRICs, none are expected to have a material effect on 
future Group financial statements. 
Cash and Cash Equivalents 
Cash and cash equivalents comprise cash at hand and current and deposit 
balances with banks and similar institutions, which are readily convertible to 
known amounts of cash and which are subject to insignificant risk of changes in 
value.  This definition is also used for the Statement of Cash Flows. 
Financial instruments 
Financial assets and financial liabilities are recognised when the Group and 
Company become party to the contractual provisions of the instrument. 
Financial assets are derecognised when the contractual right to the cash flow 
expires or when all the risks and rewards of ownership are substantially 
transferred.  Financial liabilities are derecognised when the obligations 
specified in the contract are either discharged or cancelled. 
Financial assets 
The Group and Company classify their financial assets into one of the following 
categories, depending on the purpose for which the asset was acquired.  The 
classification depends on the purpose for which the financial assets were 
acquired. Financial assets are either held at amortised cost, fair value 
through profit or loss; or fair value through other comprehensive income. 
Management determines the classification of its financial assets at initial 
recognition. The Group's and Company's accounting policy for each category is 
as follows: 
 1. Loans and receivables 
These assets are non-derivative financial assets with fixed or determinable 
payments that are not quoted in an active market. They incorporate various 
types of contractual monetary assets, such as advances made to affiliated 
entities which give rise to other receivables and cash and cash equivalents 
includes cash in hand and deposits held at call with banks.  Other receivables 
are carried at amortised cost less any provision for impairment, as the 
contracted cashflows solely relate to the payment of principal and interest. 
Impairment provisions are recognised when there is objective evidence (such as 
significant financial difficulties on the part of the counterparty) that the 
Group and Company will be unable to collect all of the amounts due under the 
terms of the receivable, the amount of such a provision being the difference 
between the net carrying amount and the present value of the future expected 
cash flows associated with the impaired receivable. 
Financial liabilities 
The Group's financial liabilities, which consist of trade and other payables 
are initially stated at fair value and subsequently at their amortised cost 
using the effective interest method. 
Compound financial instruments issued by the Group comprise convertible notes 
that can be converted to share capital at the option of the holder.  The number 
of shares to be issued does not vary with changes in their fair value. 
The liability component of a compound financial instrument is recognised 
initially at the fair value of a similar liability that does not have an equity 
conversion option. The equity component is recognised initially at the 
difference between the fair value of the compound financial instrument as a 
whole and the fair value of the liability component. Any directly attributable 
transaction costs are allocated to the liability and equity components in 
proportion to their initial carrying amounts. 
Subsequent to their initial recognition, the liability component of a compound 
financial instrument is measured at amortised cost using the effective interest 
Current tax is the tax currently payable or receivable based on the taxable 
loss for the year. 
Deferred tax is provided in full, using the liability method, on temporary 
differences between the carrying amounts of assets and liabilities and their 
tax bases, except when, at the initial recognition of the asset or liability, 
there is no effect on accounting or taxable profit or loss.  Deferred tax is 
determined using tax rates and laws that have been substantially enacted by the 
Statement of Financial Position date, and that are expected to apply when the 
temporary difference reverses. 
Tax losses available to be carried forward are recognised as deferred tax 
assets, to the extent that it is probable that there will be future taxable 
profits against which the temporary differences can be utilised. 
Trade Payables 
Trade payables are obligations to pay for goods or services that have been 
acquired in the ordinary course of business from suppliers.  Accounts payable 
are classified as current liabilities if payment is due within one year or less 
(or in the normal operating cycle of the business if longer).  If not, they are 
presented as non-current liabilities. 
Going Concern 
The Group and Company's business activities together with the factors likely to 
affect their future development, performance and position are set out in the 
Chairman's Statement. In addition, Note 2 to the financial statements include 
the Company's objectives, policies and processes for managing its capital; its 
financial risk management objectives; details of its financial instruments and 
its exposure to credit and liquidity risk. 
The Financial Statements have been prepared on a going concern basis 
notwithstanding that the Group incurred a net loss of GBP309,189 during the year 
ended 30 June 2019. The Directors have concluded that the going concern 
assumption is appropriate. 
The Company raised GBP346,776 subsequent to the year end, by way of issuance of 
new ordinary shares. The Directors deem this to be sufficient to fund the 
working capital requirements of the Group through the going concern period. 
The Directors have a reasonable expectation that the Group and Company will 
have access to adequate resources to continue in operational existence for the 
foreseeable future. For these reasons, they continue to adopt the going concern 
basis of accounting in preparing the Financial Statements. 
The preparation of the Financial Statements in conformity with IFRS requires 
management to make judgements, estimates and assumptions that affect the 
application of policies and reported amounts of assets and liabilities, income 
and expenses. The estimates and associated assumptions are based on historical 
experience and various other factors that are believed to be reasonable under 
the circumstances, the results of which form the basis of making the judgements 
about carrying values of assets and liabilities that are not readily apparent 
from other sources. 
Estimated impairment of loan receivable 
The Group and Company has assessed whether the loan receivable from Symerton 
Holdings S.A. continues to be fully impaired based upon all available 
information, which includes assumptions and judgments regarding circumstances 
in the future, which could have an impact upon recoverability (see Note 8). 
Estimate of Share Option Valuation 
The Group has made awards of options and warrants over its unissued share 
capital to certain Directors and consultants as part of their remuneration 
package and service performed. 
The valuation of these options and warrants involves making a number of 
critical estimates relating to price volatility, future dividend yields, 
expected life of the options and forfeiture rates.  These assumptions have been 
described in more detail in Note 10. 
Capital Management 
The Group's objectives when managing capital are to safeguard the Group and 
Company's ability to continue as a going concern in order to provide returns 
for shareholders and benefits for other stakeholders and to maintain an optimal 
capital structure to reduce the cost of capital. 
Treasury policy and financial instruments 
During the years under review, the only financial instruments were cash and 
cash equivalents and other receivables which were or will be required for the 
normal operations of the Group. 
The Group operates informal treasury policies which include ongoing assessments 
of interest rate management and borrowing policy.  The Board approves all 
decisions on treasury policy. 
The Company has raised funds to finance future activities through the placing 
of shares, together with share options and warrants. There are no differences 
between the book value and fair value of the above financial assets. The risks 
arising from the Group's financial instruments are liquidity and interest rate 
risk. The Directors review and agree policies for managing these risks and they 
are summarised below: 
Liquidity and interest rate risk 
The Group seeks to manage financial risk, to ensure sufficient liquidity is 
available to meet foreseeable needs and to invest cash assets safely and 
profitably. This is achieved by the close control by the Directors of the 
Company in the day to day management of liquid resources. Cash is invested in 
deposit accounts which provide a modest return on the Group's resources whilst 
ensuring there is limited risk of loss to the Group. 
Credit Risk 
Credit risk arises from cash and cash equivalents. The Group considers the 
credit ratings of banks in which it holds funds in order to reduce exposure to 
credit risk. The long-term Moody's credit rating of HSBC Bank Plc is Aa3. 
                                                   For the year    For the year 
Loss on ordinary activities before tax is         ended 30 June   ended 30 June 
stated after charging:                                     2019            2018 
                                                              GBP               GBP 
Fees payable to the Company's auditor for the             7,000           5,000 
audit of the Group and Company's annual 
financial statements 
                                                   For the year    For the year 
                                                  ended 30 June   ended 30 June 
                                                           2019            2018 
                                                              GBP               GBP 
Loss before tax                                       (309,189)       (100,176) 
Tax on loss for the year multiplied by the UK          (58,746)        (19,033) 
corporation tax rate of 19% (2018: 19%) 
Tax losses carried forward on which no deferred          26,395          19,033 
tax asset has been recognised 
Expenses not deducted for tax purposes                   32,351               - 
Tax charge for the year                                       -               - 
The Group has carried forward excess management expenses and trade losses of 
approximately GBP591,000       (2018: GBP492,000) available to carry forward 
against future taxable profits. A deferred tax asset of approximately GBP101,000 
(2018: GBP116,000) has not been recognised because of uncertainty over the timing 
of future taxable profits against which the losses may be offset. 
The calculation of the basic loss per share of 0.97 pence is based on the loss 
attributable to ordinary shareholders of GBP309,189 and on the weighted average 
number of ordinary shares of 31,831,250 in issue during the year. 
In accordance with IAS 33, no diluted earnings per share is presented as the 
effect on the exercise of share options or warrants would be to decrease the 
loss per share. 
Details of share options and warrants that could potentially dilute earnings 
per share in future periods are set out in Note 10. 
The total number of Directors who served in the year was 5 (2018: 2). There are 
no other employees of the Group. 
The following amounts were paid during the year to Directors: 
                                                      2019                 2018 
                                                         GBP                    GBP 
 Directors Fees and Salaries                        93,395               39,600 
                                                    93,395               39,600 
Amounts included in Directors fees and salaries include GBP76,895 (2018 GBPNil) in 
relation to share option charges. Details of the Share Option charges can be 
found in Note 10. 
                                                      2019                 2018 
                                                         GBP                    GBP 
Cost at the start and end of the year                   10                   10 
Investments in group undertakings are stated at cost which is the fair value of 
the consideration paid. 
Details of subsidiary undertaking 
Details of the subsidiary undertaking at 30 June 2019 are as follows: 
Name                                 Registered Office         Proportion of 
                                                            ownership interest 
                                                             and voting rights 
Imperial Minerals (UK) Limited - the 6th Floor, 60                 100% 
nature of business is to make        Gracechurch Street, 
investments in the Group's chosen    London, EC3V 0HR 
business sector. 
                                       Group                    Company 
                                     2019         2018         2019         2018 
                                        GBP            GBP            GBP            GBP 
Amounts due from subsidiary             -            -       97,818       97,818 
Provision for impairment                -            -     (97,818)     (97,818) 
                                        -            -            -            - 
Loan receivable                   119,468      119,468      119,468      119,468 
Provision for impairment to     (119,468)    (119,468)    (119,468)    (119,468) 
VAT receivable                          -        4,410            -        3,810 
Prepayments                         6,335        1,725        6,335        1,725 
                                    6,335        6,135        6,335        5,535 
The fair value of all current receivables is as stated above. 
On 20 December 2014 the Company entered into a loan agreement with Symerton 
Holdings S.A ("Symerton") in which the Company lent Symerton US$150,000 
(equivalent to GBP95,417). The loan is unsecured and bears an interest rate of 
12% per annum.  The Directors have fully impaired the loan and considered the 
loan unrecoverable. 
The maximum exposure to credit risk at the year-end date is the carrying value 
of each class of receivable mentioned above. The Group does not hold any 
collateral as security. Except for the above-mentioned loan, trade and other 
receivables are all denominated in GBP sterling. 
                                      Group                      Company 
                                    2019          2018          2019          2018 
                                       GBP             GBP             GBP             GBP 
Trade payables                    55,124         2,860        55,124         2,860 
Accruals and other                25,836         5,000        27,185         5,000 
Convertible loan notes            53,312             -        53,312             - 
                                 134,272         7,860       135,621         7,860 
Imperial X Plc issued a convertible loan note from 31 October 2018 intending to 
issue up to GBP300,000 nominal of unsecured convertible notes, which are 
convertible into ordinary shares at a conversion price of GBP0.01 each and with 
interest at a rate of 10% per annum. The conversion of the loan is at the 
option of the lender. An initial GBP50,000 of Loan Notes was subscribed 
immediately and the proceeds were utilised to fund the Group's general working 
capital requirements. The repayment date is one year from draw down, being 1 
October 2019 for the amounts in issue at the year end. 
                                      As at                      As at 
                                  30 June 2019                30 June 2018 
                                   Number            GBP       Number             GBP 
Allotted and called up: 
Ordinary Shares of GBP0.001      31,831,250       31,831   31,831,250        31,831 
Deferred Shares of GBP0.009      18,995,000      170,955   18,995,000       170,955 
                                               202,786                    202,786 
The holders of the deferred shares have no right to attend or vote at any 
general meeting and the shares carry no right to receive any dividend or 
distribution on winding up. 
Share capital and share premium 
                                                   Group and Company 
Issued                                  Number of  Ordinary        Share     Total 
                                           shares    shares      premium         GBP 
                                                          GBP            GBP 
At 30 June 2018                        31,831,250   202,786      876,297 1,079,083 
At 30 June 2019                        31,831,250   202,786      876,297 1,079,083 
Other reserves 
Other reserves consist of: 
Equity to be issued 
As at 30 June 2019 various creditors to the Company, to the value of GBP31,215 
(2018: GBP27,265), have agreed to have their obligations satisfied by a future 
issue of share equity. These shares were not issued as at 30 June 2019. The 
number of shares to be issued will be determined by reference to the fair value 
of the share at the time of issue. 
Share option and warrant reserve 
As at 30 June 2019 GBP161,753 (2018: GBP1,600) is included in a share option 
reserve in relation to the below options and warrants in issue as at the year 
Options and warrants in issue 
The outstanding share options and warrants as at 30 June 2019 are shown below: 
                                                          Number Weighted average 
                                                                   exercise price 
Issued 9 December 2016                                   875,000             0.04 
Issued 13 January 2017                                 5,000,000             0.04 
Exercisable at 30 June 2018                            5,875,000             0.04 
Issued 7 January 2019                                    636,625             0.02 
Issued 8 January 2019                                  4,774,686             0.01 
Exercisable at 30 June 2019                           11,286,311             0.03 
                                   30 June 2019 
        Range of Weighted average        Number of        Weighted Weighted average 
 exercise prices   exercise price options/warrants         average   remaining life 
             (GBP)              (GBP)                   remaining life       contracted 
                                                          expected          (years) 
           0.01p            0.01p        4,774,868             4.5              4.5 
           0.02p            0.02p          636,625             4.5              4.5 
           0.04p            0.04p        5,000,000            2.54             2.54 
           0.04p            0.04p          875,000             0.5              0.5 
                                   30 June 2018 
        Range of Weighted average        Number of        Weighted Weighted average 
 exercise prices   exercise price options/warrants         average   remaining life 
             (GBP)              (GBP)                   remaining life       contracted 
                                                          expected          (years) 
           0.04p            0.04p        5,000,000            3.54             3.54 
           0.04p            0.04p          875,000             1.5              1.5 
The valuation of the warrants issued in the year was carried out using the 
Black Scholes model. Key assumptions used in the valuation included; volatility 
of 20% (2018: 20%), continuous growth rate of 0.53% (2018: 0.53%), dividend 
yield 0% (2018: 0%) and time to maturity of 5 years (2018: 5 years) 
                                           Group                  Company 
                                         2019        2018        2019        2018 
                                            GBP           GBP           GBP           GBP 
Reconciliation of loss from 
operations to cash flows from 
operating activities 
Loss from operations                (309,189)   (100,176)   (309,093)    (97,521) 
Interest receivable                      (51)         (7)        (51)         (7) 
Share based payments                  160,153      28,990     160,153      28,990 
Share options expense                   3,950           -       3,950           - 
(Increase) in trade and other         (1,549)     (4,783)       (799)     (4,783) 
Increase in trade and other            77,761       3,502      77,761       3,502 
Cash flow from operating             (68,925)    (72,474)    (68,079)    (69,819) 
Part of the convertible loan notes at 30 June 2019 were converted into shares 
post year end on 06 August 2019. GBP46,150 was converted and the number of shares 
issued was 4,615,000 to Charlie Morgan. 
During the year the Company charged its subsidiary undertaking GBPNil (2018: GBP 
12,000) for the provision of advisory services. The amount receivable from the 
subsidiary undertaking as at 30 June 2019 of GBP97,818 has been fully impaired 
(2018: receivable of GBP97,818 fully impaired). 
During the year, the Company received amounts totalling GBP1,350 (2018: GBPNil) 
from its subsidiary undertakings in order to fund working capital requirements, 
the full amount remained payable at the year end. 
Details of the directors' remuneration can be found in Note 6. Key Management 
Personnel are considered to be the directors. 
Amounts totalling GBP4,800 (2018: GBPNil) were paid to Jeremy Sturgess-Smith, 
related party by way of family relation to M Sturgess, for company secretarial 
and administrative work during the year. The amount outstanding owing to Jeremy 
at the year-end was GBP2,400 (2018: GBP Nil) 
An amount was paid to Fezile Mzazi for professional fees totalling GBP1,200 
(2018: GBPNil). 
The Directors believe there to be no ultimate controlling party. 

(END) Dow Jones Newswires

December 02, 2019 02:00 ET (07:00 GMT)

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