TIDMDVT

RNS Number : 5614A

daVictus plc

30 September 2020

DAVICTUS PLC

CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2020

I am pleased to report the interim financial statements of Davictus PLC (the "Company" or Davictus") for the six months ended 30 June 2020.

The Company had, on the 19 February 2020, received approval from the Financial Conduct Authority for:

(i) conditional acquisition by way of a reverse takeover of the intellectual property rights in a restaurant concept owned by Typical Dutch N.V. ("TDNV");

   (ii)   the placing of 900,000 new ordinary shares of no par value at 15 pence per share; and 

(iii) the admission of 12,150,00 ordinary shares of no par value to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities.

Subsequently, on 5 March 2020, the Company published a supplementary prospectus relating to the same which was duly approved by the Financial Conduct Authority on 5 March 2020. Subsequently on 10 March 2020, the Company's entire issued share capital of 12,150,000 ordinary shares was readmitted to the stock exchange.

Despite the Covid-19 pandemic that had affected the world economy and especially the hard hit hospitality industry covering hotels and restaurants, the Company had managed to keep its business outlook positive. Having completed the reverse takeover exercise, the Company on the 26 March 2020, as the proprietor of the Havana Rolled Cigar Music Café premium dining franchise, signed a Memorandum of Understanding with Asia Food Venture Sdn Bhd for its appointment as the first franchisee for our premium dining restaurant concept. Accordingly, the franchise was successfully opened in July 2020.

I am hopeful that with the launch of the first Havana franchise restaurant, the Company will continue to expand its business albeit slowly through the prevailing economic uncertainty that continues to affect the restaurant and in-house dining business. I remain optimistic with our business prospects because we have a great premium dining brand with many unique offerings.

The board would like to thank all the stakeholders of the Company for their continued support.

Abd Hadi Bin Abd Majid

Chairman

30 September, 2020

For the reporting period under review, the Company reported a net loss of GBP116,576. At 30 June 2020, the Company had cash in bank of GBP48,032.

There are a number of potential risks and uncertainties which may have material impact on the Company's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The directors do not consider any changes on the principal risks and uncertainties since the publication of the annual report for the year ended 31 December 2019, which contained a detailed explanation of the risks relevant to the Company, is also available at http://www.davictus.co.uk .

The Board looks forward to providing further updates to the shareholders in due course.

Responsibility Statement

The Directors are responsible for preparing the Condensed Interim Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).

The directors confirm that, to the best of their knowledge, this condensed consolidated interim financial statements have been prepared in accordance with IAS 34, as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-- material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

Director

30 September, 2020

 
                                      Notes     6 months        6 months 
                                               period ended    period ended 
                                               30 June 2020    30 June 2019 
                                               (Unaudited)     (Unaudited) 
                                                   GBP             GBP 
 
 Revenue                                4             3,333               - 
 Cost of sales                                            -               - 
                                             --------------  -------------- 
 Gross profit                                         3,333 
 Operating expenses                               (119,000)       (128,009) 
                                             --------------  -------------- 
 Operating loss                                   (115,667)       (128,009) 
 Interest income                                        168             556 
 Finance expenses                                   (1,077) 
                                             -------------- 
 Loss before taxation                             (116,576)       (127,453) 
 Tax expense                            5                 -               - 
 Loss for the period attributable 
  to equity holders of the company                (116,576)       (127,453) 
                                             --------------  -------------- 
 
 Basic and diluted loss per share 
  (pence)                               6          (0.98) p     (1.13) p 
 
 
 
                                 Notes      As at         As at         As at 
                                           30 June       30 June      31 December 
                                             2020          2019          2019 
                                         (Unaudited)   (Unaudited)     Audited 
                                                 GBP           GBP       GBP 
 
 Non-current assets 
 Intangible assets                 7         100,000             -              - 
 Right-of-use asset                           57,911             -              - 
                                             157,911             -              - 
                                        ------------  ------------  ------------- 
 
 Current assets 
 Trade receivables                            20,000             -              - 
 Cash and cash equivalents                    48,032       212,167        116,553 
                                        ------------  ------------  ------------- 
                                              68,032       212,167        116,553 
                                        ------------  ------------  ------------- 
 
 Total assets                                225,943       212,167        116,553 
 
 Equity attributable 
  to equity holders of 
  the company 
 Stated capital                    8       1,188,400     1,053,400      1,053,400 
 Accumulated losses                      (1,083,802)     (855,112)      (967,226) 
                                        ------------  ------------  ------------- 
 Total equity                                104,598       198,288         86,174 
                                        ------------  ------------  ------------- 
 
 Non-current liabilities 
 Lease liabilities                            48,119             -              - 
                                              48,119             -              - 
                                        ------------  ------------  ------------- 
 
 Current liabilities 
 Other payables                    9          55,550        13,561         30,061 
 Amount owing to directors                     7,568           318            318 
 Lease liabilities                            10,108             -              - 
                                              73,226        13,879         30,379 
                                        ------------  ------------  ------------- 
 
 Total equity and liabilities                225,943       212,167        116,553 
                                        ============  ============  ============= 
 
 
 
                                                 6 months        6 months 
                                                period ended    period ended 
                                                30 June 2020    30 June 2019 
                                                (Unaudited)     (Unaudited) 
                                                    GBP             GBP 
 Cash flow from operating activities 
 Operating loss                                    (116,576)       (127,453) 
 Adjustment for: 
 Depreciation of right-of-use-assets                   7,239               - 
 Interest on lease liabilities                         1,077               - 
                                              --------------  -------------- 
                                                   (108,260)       (127,453) 
 Changes in working capital 
 Decrease / (increase) in receivables               (20,000)               - 
 Increase / (decrease) in other payables              25,489        (16,009) 
 Increase / (decrease) in amount due                   7,250               - 
  to directors 
 Net cash flow used in operating activities         (95,521)       (143,462) 
                                              --------------  -------------- 
 
 Cash flows from investment activities 
 Acquisition of intellectual property              (100,000)               - 
  rights 
 Net cash used in investment activities            (100,000)               - 
 
 Cash flows from financing activities 
 Proceed from issuance of shares                     135,000               - 
 Repayment on lease liability                        (8,000) 
 Net cash generated from financing                   127,000               - 
  activities 
 
 Net increase in cash and cash equivalents          (68,521)       (143,462) 
 Cash and cash equivalents at beginning 
  of period                                          116,553         355,629 
                                              --------------  -------------- 
 Cash and cash equivalents at end of 
  period                                              48,032         212,167 
                                              ==============  ============== 
 

Period from 1 January 2020 to 30 June 2020

 
                             Stated capital   Accumulated     Total 
                                                 losses 
                                  GBP             GBP          GBP 
 As at 1 January 2020             1,053,400     (967,226)      86,174 
 Loss for the period                      -     (116,576)   (116,576) 
                            ---------------  ------------  ---------- 
 Total comprehensive loss 
  for the period                          -     (116,576)   (116,576) 
                            ---------------  ------------  ---------- 
 Issue of ordinary shares           135,000             -     135,000 
 As at 30 June 2020               1,188,400   (1,083,802)     104,598 
                            ===============  ============  ========== 
 

Period from 1 January 2019 to 30 June 2019

 
                             Stated capital   Accumulated     Total 
                                                 losses 
                                  GBP             GBP          GBP 
 As at 1 January 2019             1,053,400     (727,659)     325,741 
                                                ( 127,453   ( 127,453 
 Loss for the period                      -             )           ) 
                            ---------------  ------------  ---------- 
 Total comprehensive loss                       ( 127,453   ( 127,453 
  for the period                          -             )           ) 
                            ---------------  ------------  ---------- 
 
 As at 30 June 2019               1,053,400     (855,112)     198,288 
                            ===============  ============  ========== 
 

For the year ended 31 December 2019

 
                             Stated capital   Accumulated     Total 
                                                 losses 
                                  GBP             GBP          GBP 
 As at 1 January 2019             1,053,400     (727,659)     325,741 
                                                ( 239,567   ( 239,567 
 Loss for the period                      -             )           ) 
                            ---------------  ------------  ---------- 
 Total comprehensive loss                       ( 239,567   ( 239,567 
  for the period                          -             )           ) 
                            ---------------  ------------  ---------- 
 
 As at 31 December 2019           1,053,400     (967,226)      86,174 
                            ===============  ============  ========== 
 
   1.   GENERAL INFORMATION 

The Company was incorporated and registered in Jersey as a public company limited by shares on 5 February 2015 under the companies (Jersey) Law 1991 and registered number 117716. The registered office of the Company is at the offices of 28 Esplanade, St. Helier, Jersey, JE1 8SB.

On 15 March 2020, the Company acquired a dormant British Virgin Island incorporated company as a wholly owned subsidiary for purpose of business operation (together in this financial report referred as the 'Group').

   2.   ACCOUNTING POLICIES 

Basis of preparation

The interim financial statements for the six month period ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. It is unaudited and does not constitute statutory financial statements. The comparative interim financial information covers the period ended 30 June 2019.

The interim financial statements have been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Group for the year ended 31 December 2019, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. .

The interim financial information is presented in British Pound Sterling ("GBP").

New standards and interpretations

A number of new standards and amendments to standards and interpretations have been issued by International Accounting Standards Board but are not yet effective and in some cases have not yet been adopted by the EU. The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group in future periods.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company 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.

All intercompany transactions, balances, income and expenses are eliminated in consolidation.

Going concern

The condensed interim financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.

The Covid-19 pandemic has been unprecedented in scale and impact, and the Group have taken swift and decisive action to protect our customers, colleagues, franchisees and their staff and the communities in which the Group operates, by implementing the necessary steps to safeguard the business through the crisis, in line with the government guidelines.

The significant impact of Covid-19 to the Group business is summarised below:

-- Delay in franchisee restaurant engagement. - Due to MCO (movement control order) announced by Malaysian Government, the launch the new franchise restaurants was being delayed

-- Working capital inflow of fund are lagging behind initial plan. The Group has arranged additional short term financing from directors if required to support continuity of business operations

-- This might impact the business revenue of franchisees, and reduce the royalty payment that is by percentage of gross revenue sales.

Based on the current working capital forecast, the Group is unlikely to need additional funds within twelve months of the date of approval of these financial report in order to maintain its proposed work levels and to continue successfully managing its cash resources. After making enquiries and considering the assumptions upon which the forecasts have been based, the directors have a reasonable expectation that the Group has 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 annual financial statements.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

Fees receivable from franchisee according to franchise agreement at which time the Group has performed its obligation. Fees receivable in advance are stated on the Consolidated Statement of Financial Position as deferred income.

Leases

The Group assesses whether a contract is or contains a lease, at the inception of the contract. The Group recognises a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognises the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statement of financial position.

The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any incentives received.

The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability. The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset or is recognised in profit or loss if the carrying amount has been reduced to zero.

   3.   REVENUE 

The Group revenue are derived from franchise related fees including brand licence, management fee and royalties according to Restaurant Franchise Agreement between the Group operating subsidiary company Havana Dining Limited with the franchisee. For the reporting period, revenue contributions are from a franchisee located in Kuala Lumpur, Malaysia.

There are no seasonal factors that materially affect the operations of the Group.

   4.   INCOME TAX EXPENSE 

The Company is not a "Financial Services Company" registered under the relevant Jersey laws; or a specified utility company and therefore it is subject to Jersey income tax at the general rate of 0 per cent. If the Company derives any income from Jersey property, including development of land or quarrying, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.

   5.   LOSS PER SHARE 

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no dilutive potential ordinary shares.

 
                                        6 months        6 months 
                                       period ended    period ended 
                                       30 June 2020    30 June 2019 
 
 Loss for the period (GBP)                (116,576)       (127,453) 
 Weighted average number of shares 
  (Unit)                                 11,892,857      11,250,000 
 Loss per share (pence)                    (0.98) p        (1.13) p 
 
   6.   INTANGIBLE ASSETS 

Intangible assets refers to intellectual property rights in restaurant concept brand of HAVANA Rolled Cigar Music Café including their recipes and collection of Cuban/Havana graphics acquired at the cost of GBP100,000 from Typical Dutch N.V.

The asset acquired has indefinite useful life and will be reviewed for impairment annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

   7.   RIGHT-OF-USE ASSETS 

The Company has entered into a non-cancellable operating lease agreement for tenancy of office space. The lease is for a period of 36 months operating lease agreement commencing 1 March 2020 with an option to renew the lease for a further 12 months.

 
                               GBP 
 Cost                         65,151 
 Accumulated depreciation    (7,239) 
 As at 30 June 2020           57,912 
                            -------- 
 
   8.   STATED CAPITAL 
 
                                    Number of 
                                     ordinary        GBP 
                                      shares 
 
 As at 1 January 2020               11,250,000   1,053,400 
 Issuance of new ordinary shares       900,000     135,000 
 As at 30 June 2020                 12,150,000   1,188,400 
                                   -----------  ---------- 
 

On 25 February 2020, issuance were made through the placement of 900,000 new ordinary shares at no par value at 15 pence per share.

   9.   OTHER PAYABLES 
 
                            As at        As at 
                            30 June    30 December 
                             2020         2019 
                             GBP          GBP 
 Other creditors             15,144          6,322 
 Deferred income             16,667              - 
 Accruals and provision      23,739         23,739 
                          ---------  ------------- 
                             55,550         30,061 
                          ---------  ------------- 
 

10. LEASE LIABILITIES

 
                            As at 
                            30 June 
                             2020 
                             GBP 
 Initial recognition         65,151 
 Interest expensed            1,077 
 Repayment of principal     (8,000) 
 Interest paid              (1,077) 
                          --------- 
                             58,227 
                          --------- 
 

Lease liabilities are payable as follow:

 
 Within 1 year         24,000 
 Between 2- 5 years    40,000 
 

11. SUBSIDIARY UNDERTAKINGS

The details of the subsidiary in the Group are as follows:

 
 Name of company   Country of incorporation   Effective   Principal activities 
                                               holding 
 Havana Dining     British Virgin               100%      Facilitator for 
  Limited.          Island                                 Group operation 
 
 
 Address:   Coastal Building, Wickham's Cay II, P.O. Box 2221, 
             Road Town, Tortola, British Virgin Islands 
 

12. RELATED PARTY TRANSACTION

The directors are considered to be the key management personnel. Details concerning Directors remuneration can be found below:

 
                                  6 months        6 months 
                                 period ended    period ended 
                                 30 June 2020    30 June 2019 
                                     GBP             GBP 
 Robert Pincock                         7,500           7,500 
 Abd Hadi Bin Abd Majid                 5,000           5,000 
 Maurice James Malcolm Groat            2,000           2,000 
                               --------------  -------------- 
                                       14,500          14,500 
                               --------------  -------------- 
 

13. SUBSEQUENT EVENTS

There are no subsequent events requiring disclosure in these interim financial statements.

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September 30, 2020 03:00 ET (07:00 GMT)