REG - GS Chain PLC - Half-Year Results
31/03/2023 07:00
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RNS Number : 8595U GS Chain PLC 31 March 2023
31 March 2023
GS CHAIN PLC
("GS Chain" or the "Company")
Half-Year Results
GS Chain (LSE: GSC) announces is pleased to announce its Half-Year results for
the Period Ended 31 December 2022. The full unaudited financial statements
will be uploaded to the Company website: https://gschain.world/
(https://gschain.world/)
IMPORTANT EVENTS
The Company continued with its quest to analyse a list of potential
acquisition targets throughout the period. The Company also submitted its
application to list on the OTCQB market, aiming to facilitate participation
for US investors.
The directors also provided a cash injection post period end of £400,000 to
ensure sufficient cash reserves were available to the Company. This has been
disclosed under Note 15 below.
The directors have also assessed the principal risks and uncertainties and
have disclosed this under Note 7 below.
This announcement contains information which, prior to its disclosure,
constituted inside information as stipulated under Regulation 11 of the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
The directors of GS Chain plc accept responsibility for this announcement.
For further information please contact:
GS Chain plc
Alan Austin, CEO alan@gschain.world (mailto:alan@gschain.world)
+44 20 3989 2217
Leon Filipovic, Chairman leon@gschain.world (mailto:leon@gschain.world)
First Sentinel (Corporate Adviser)
Brian Stockbridge brian@first-sentinel.com (mailto:brian@first-sentinel.com)
+44 7876 888 011
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
Period Ended
Period Ended
31 December 22 31 December 21
Notes £
£
CONTINUING OPERATIONS
Revenue - -
Administrative expenses (681,879) (582)
OPERATING LOSS (681,879) (582)
LOSS BEFORE INCOME TAX (681,879) (582)
Income tax 4 -
-
LOSS FOR THE PERIOD (681,879) (582)
Earnings per share expressed in pence per share:
5
Basic - -
Diluted - -
UNAUDITED CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2022
Period Ended Period Ended
31 December 22 31 December 21
£ £
LOSS FOR THE PERIOD (681,879) (582)
OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (681,879) (582)
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION 31 DECEMBER 2022
31 December 30 June 2022
Notes 2022 £
ASSETS £
CURRENT ASSETS
Cash and cash equivalents 8 221,604 953,838
TOTAL ASSETS 221,604 953,838
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 9 66,798 66,798
Share premium Account 10 927,802 927,802
Retained earnings 10 (985,283) (303,404)
TOTAL EQUITY 9,317 691,196
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11 (212,287) (262,642)
TOTAL LIABILITIES (212,287) (262,642)
TOTAL EQUITY AND LIABILITIES (221,604) (953,838)
The unaudited condensed interim financial statements were approved by the
Board of Directors and authorized for issue on 30 March 2023 and were signed
on its behalf by:
L Filipovic - Director
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2022
The unaudited statement of changes in equity of the Company for the period
from 1 July 2021 to 31 December 2021is set out below:
Called up share Share premium
capital Retained earnings Account Total equity
£ £ £ £
Changes in equity
Issue of share capital 66,798 - 927,002 993,800
Total comprehensive loss - (582) - (582)
Balance at 31 December 2021 66,798 (582) 927,002 993,218
The unaudited statement of changes in equity of the Company for the period
from 01 July 2022 to 31 December 2022 is set out below:
Called up share Share premium
capital Retained earnings Account Total equity
£ £ £ £
Changes in equity
Issue of share capital 66,798 - 927,802 994,600
Brought forward - (303,404) - (303,404)
Total comprehensive loss - (681,879) - (681,879)
Balance at 31 December 2022 66,798 (985,283) 927,802 9,317
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Period Ended
Period Ended
31 December 22 31 December 21
£ £
Cash flows from operating activities
Cash generated from operations A (469,592) (582)
Net cash from operating activities (469,592) (582)
Cash flows from financing activities
Payment of loan creditors (219,070) -
Amount introduced by directors 18,980 -
Amount withdrawn by directors (62,552) 66,798
Net cash from financing activities (262,642)
66,798
(Decrease)/increase in cash and cash equivalents Cash and cash equivalents at (732,234) 66,216
beginning of
period 953,838 -
B
Cash and cash equivalents at end of period B 221,604 993,218
NOTES TO THE UNAUDITED CONDENSED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2022
A. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM
OPERATIONS
Period Ended Period Ended
31 December 22 31 December 21
£ £
Loss before income tax (681,879) (582)
(Increase)/Decrease in trade and other payables 212,287 -
Cash generated from operations (469,592) (582)
B. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
Period ended 31 December 2022
31 December 22 1 July 22
Cash and cash equivalents £ 221,604 £953,838
Period ended 31 December 2021
31 December 21 1 July 21
£ £
Cash and cash equivalents 993,218 -
NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2022
1. STATUTORY INFORMATION
GS Chain Plc is a public company, limited by shares, registered in England and
Wales. The Company's registered number and registered office address can be
found on the Company Information page.
The presentation currency of the financial statements is the Pound Sterling
(£).
2. ACCOUNTING POLICIES
Basis of preparation
The unaudited interim condensed unaudited financial statements for the period
ended 31 December 2022 have been prepared in accordance with IAS 34 Interim
Financial Reporting. They do not include all the information required for a
complete set of IFRS financial statements. However, selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in the Company's financial position and
performance since the last annual consolidated financial statements as at the
year ended 30 June 2022. The results for the period ended 31 December 2022
are unaudited.
The unaudited condensed interim financial statements for the period ended 31
December 2022 have adopted accounting policies consistent with those followed
in the preparation of the Company's annual financial statements for the year
ended 30 June 2022.
Going Concern
The directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future and
therefore continues to adopt the going concern basis in preparing its
financial Information.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of these financial statements requires management to make
judgments and estimates and form assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and reported
amounts of expenses during the reporting period. On an ongoing basis,
management evaluates its judgments and estimates in relation to assets,
liabilities and expenses. Management uses historical experience and various
other factors it believes to be reasonable under the given circumstances as
the basis for its judgments and estimates. Actual outcomes may differ from
these estimates.
The most significant judgment relates to the adoption of the going concern
basis given the Company is newly incorporated and has not recorded any revenue
since the date of incorporation.
The directors consider the Company's cash balances to be sufficient given the
cash burn rate of the Company since listing on London Stock Exchange to ensure
the Company will be able to continue as a going concern for a period of at
least 12 months from the authorization of these financial statements.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial
institutions. Cash equivalents are short-term, highly liquid investments with
original maturities of three months or less (as at their date of acquisition).
Cash equivalents are readily convertible to known amounts of cash and subject
to an insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows, cash and cash equivalents
also include bank overdrafts. Any such overdrafts are shown within borrowings
under 'current liabilities' on the Statement of Financial Position.
2. ACCOUNTING POLICIES - continued Taxation
Tax on profit or loss for the period comprises current and deferred tax. Tax
is recognized in the statement of loss.
and comprehensive loss except to the extent that it relates to items
recognized directly in equity, in which case it is recognized in equity.
Current tax is the expected tax payable on the taxable income for the period,
using tax rates enacted or substantively enacted at the reporting date, and
any adjustment to tax payable in respect of previous periods.
Deferred tax is provided on temporary differences between the carrying amount
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes.
The following temporary differences are not provided for: the initial
recognition of assets or liabilities that affect neither accounting nor
taxable profit other than in a business combination. The amount of deferred
tax provided is based on the expected manner of realization or settlement of
the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the statement of financial position date.
A deferred tax asset is recognized only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilized.
3. EMPLOYEES AND DIRECTORS
The average number of employees during the period
were 4:
Period Ended Period Ended
31 December 22 31 December 21
£ £
Directors' remuneration 110,976 -
4. INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose for the period ended 31 December 2022
nor for the period ended 31 December 2021.
Factors affecting the tax expense
The tax assessed for the period is higher than the standard rate of
corporation tax in the UK. The difference is explained below:
Period Ended Period Ended
31 December 22 31 December 21
£ £
Loss before income tax (681,880) (582)
Loss multiplied by the standard rate of corporation tax in the UK of 19% (2021 (129,557) (111)
- 19%)
Effects of:
Unrecognized deferred tax assets 129,557 111
Tax expense - -
4. INCOME TAX - continued
No liability to UK corporation tax arose for the period ended 31 December
2022.
At the period end, there were unrecognized deferred tax assets of £129,557 in
respect of unutilised tax losses. These have not been recognised as their
recovery cannot be determined with reasonable certainty.
Deferred tax assets in respect of carried forward losses are not recognised in
the financial statements.
5. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
Basic EPS Earnings 2022 Per-share amount
Weighted average pence
Number Per-share
of amount shares
£ £ £
Earnings attributable to ordinary shareholders (681,879) - -
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings (681,879) - -
Basic EPS Earnings 2021 Per-share amount
Weighted average pence
Number Per-share
of amount shares
£ £ £
Earnings attributable to ordinary shareholders (582) - -
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings (582) - -
6. OPERATING SEGMENTS
The Board considers that during the period ended 31 December 2022 the Company
does not have a specific segment of operating given the recent listing.
Going forward the Company intends to focus on acquisitions in the technology
space; specifically targeting companies that leverage state of the art
technology in automotive, fintech, real estate, banking, finance,
telecommunications, and blockchain industries.
7. FINANCIAL INSTRUMENTS
Categories of financial assets and liabilities
The following table categorizes the carrying value of the financial assets and
liabilities at the balance sheet date. In each case the fair value is not
materially different to the carrying value
31 December 2022
Financial assets
£
Cash at bank 221,604
Total 221,604
The contractual maturities of financial assets are all within 1 period of the
balance sheet date.
Financial liabilities 31 December 2022
£
Trade and other current payables excluding accruals and deferred 189,273
income
Total 189,273
The contractual maturities of financial liabilities, including estimated
interest payments are all within 1 period of the balance sheet date.
Risks arising from financial assets and liabilities
The following summarises the principal risks associated with the Company's
financial assets and liabilities and how those risks are managed.
Liquidity and capital risk management
The Company's capital structure consists of items in shareholders' equity
(deficiency). The Company's objectives when managing capital are to safeguard
the 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.
This is done primarily through equity financing. Future financings are
dependent on market conditions. There were no changes to the Company's
approach to capital management during the period.
The Company has adequate sources of capital to complete its business plan,
current obligations and ultimately the development of its business over the
long term and will need to raise adequate capital by obtaining equity
financing and/or incurring debt.
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. As at 31 December 2022, the Company
had a cash balance of £221,604 to settle current liabilities of £212,287.
The Company's current financial liabilities have contractual maturities of 30
days or are due on demand and are subject to normal trade terms.
Interest rate risk
The Company does not currently have financial instruments that expose the
Company to significant interest rate risk as the Company does not have any
debt that bears variable interest rate.
Currency risk
The Company's financial instruments are currently all denominated in British
Pounds.
Price risk
The Company does not hold any equity securities and therefore is not exposed
to price risk.
Credit risk
The Company does not currently have any receivable and therefore is not
exposed to credit risk.
8. CASH AND CASH EQUIVALENTS
31 December 2022 30 June 2022
£ £
Bank accounts 221,604 953,838
Cash and cash equivalents consist of cash on hand and short-term deposits held
with banks with an A-1+ rating. The carrying value of these approximates their
fair value. Cash and cash equivalents included in the cash flow statement
comprise the following balance sheet amounts.
9. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal 2022 2022
value: £ £
399,985,888 Ordinary 0.000167 66,798 66,798
10. RESERVES
Retained earnings Share premium Account Totals
£ £ £
At 1 June 2022 (303,404) 927,802 624,398
Deficit for the period (681,879) - (681,879 )
At 31 December 2022 (985,283) 927,802 (57,481)
11. TRADE AND OTHER PAYABLES
31 December 2022 30 June 2022
Current: £ £
Trade payable 108,629 56,859
Other loan payable 62,460 -
Accrued expenses 23,014 10,608
Director's current account 18,184 195,175
212,287 262,642
The amounts due to directors represent management fees and other amounts
accrued since the listing of the Company.
12. ULTIMATE PARENT COMPANY
There is no one shareholder that owns greater than 50% of the issued share
capital of GS Chain Plc. Therefore, the Company does not have an ultimate
controlling party.
13. CONTINGENT LIABILITIES
As at 31 December 2022 the Company had no material contingent liabilities.
14. RELATED PARTY DISCLOSURES
There were no related party transactions except for the payments of directors'
transactions disclosed in the interim financial statements.
15. EVENTS AFTER THE REPORTING PERIOD
There have been no subsequent events since the reporting period end date other
than a cash injection by the directors of £400,000 on 14(th) March 2023 to
ensure that there was sufficient cash available to cover the Company's 1-year
runway projections.
16. SHARE-BASED PAYMENT TRANSACTIONS
There have been no share-based payment schemes or share option compensation
since the Company was incorporated.
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