Half-year Report ended 30 June 2021

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.

2.   ACCOUNTING POLICIES

Basis of preparation

The interim financial statements for the six month period ended 30 June 2021 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 2020. 

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 2020, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The financial information for the period ended 30 June 2020 and 30 June 2021 is unaudited.

There was a restatement of June 2020 financial information in relation to intellectual property acquisition transaction during the year 2020. The Group acquired the intellectual property (IP) rights, owned by Typical Dutch N.V. ("TDNV"), to utilise and develop franchise businesses within Asia region. As the purchase related to the acquisition of these IP rights, comprised of the unregistered trademarks, unregistered assigned rights and materials, it was considered that these assets did not meet the criteria for the recognition of an intangible assets. On that basis, the costs of £100,000 was expensed in the statement of comprehensive income. The effect of these restatements impacts the intangible assets, administrative expense and accumulated losses.

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

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 information 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.

On 21 June 2021, the Group raised £36,000 through the issue of 1.2 million ordinary shares at a price of 3p per share as additional working capital. In addition, the Group received an advance remittance of approximately £190,000 from the franchisee. The Directors believe there will be sufficient to pay on going expenses and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.

The Directors have prepared financial projections for a period of at least 12 months from the date of approval of these financial statements. Those projections anticipate the Group will continue to generate revenue and resume its cash collection from the franchise operation. In view of this prolonged COVID-19 pandemic, there is no certainty the expected cash remittance will be collected as planned and the liability can be discharged at the timely manner. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group and the Company's ability to continue as a going concern.

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.

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.

No liability to the corporation tax arose for the period ended 30 June 2021 and period ended 30 June 2020, as the Group did not generate any assessable profits during the reporting period.

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.   RIGHT-OF-USE ASSETS

The Company has entered into a new operating lease agreement for tenancy of office space. The lease is for a period of 36 months operating lease agreement commencing 1 January 2021 with an option to renew the lease for a further 12 months.

7.   STATED CAPITAL

On 21^st June 2021, issuance were made through the placement of 1,200,000 new ordinary shares at no par value at 3 pence per share.

8.   OTHER PAYABLES

9.   LEASE LIABILITIES

Lease liabilities are payable as follow:

10. SUBSIDIARY UNDERTAKINGS

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

11. RELATED PARTY TRANSACTION

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

The Group entered into a franchise agreement with Havana Café Sdn Bhd ("HCSB"), a company incorporated in Malaysia, where Mr. Abd Hadi bin Abd Majid has substantial interest in HCSB. For the period under review, the Group generated revenue of £75,000 from HCSB. At this reporting date, the net franchise fee amount due from HCSB was £5,833 comprising trade receivable of £82,500 and deferred income of £76,667.

12. SUBSEQUENT EVENTS

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