TIDMTECH

RNS Number : 2223N

TechFinancials Inc.

28 September 2021

28 September 2021

TechFinancials, Inc.

("TechFinancials" or the "Company" or the "Group")

Unaudited Interim Report for the Six Months Ended 30 June 2021

TechFinancials Inc. (AQSE: TECH), today announces its unaudited interim results for the six month period ended 30 June 2021 ("H1 2021").

Financial Overview

 
 --   Group Revenues of US$nil (H1 2020: US$0.61m) 
 --   Loss for the period attributable to shareholders of US$0.1m 
       (H1 2020: loss of US$0.55m) 
 --   Cash position at the period end of US$1.33m (31 December 
       2020: US$1.42m) 
 --   Basic earnings per share ("EPS") of (US$0.001) (H1 2020 
       (US$0.006)) 
 --   Footies Ltd. was struck off on 08 June 2021 
 

Asaf Lahav, Group Chief Executive Board Member of TechFinancials, commented:

"In the first half of the year the Company continued to focus on administrative cost reductions, completed the strike off of Footies Ltd. and started the process to strike off its subsidiaries; TechFinancials (Israel) 2014 Ltd., Softbox Technologies Ltd. and Cedex Trading UK."

"The Company plans to continue its attempts to sell all or part of its interest in Cedex to a third party."

The directors of the Company accept responsibility for the contents of this announcement.

For further information:

 
 TechFinancials, Inc.                 Tel: +972 54 5233 
                                       943 
 Asaf Lahav, Executive Board Member 
 
 
 Peterhouse Capital Limited (AQSE Growth   Tel: +44 (0) 20 
  Market Advisor and Broker)                7469 0930 
 Guy Miller and Mark Anwyl 
 

Chairman's Statement

In H1 2021, the Company completed the strike off of Footies Ltd. and continued to oversee its investments and look for short term investment opportunities.

Outlook

We will continue to look for opportunities to materialise our assets and to increase value for our shareholders. We will also continue to strike off subsidiaries in order to clean the group structure.

I would like to thank our shareholders for their continued support in what has been a difficult period globally as well as to the Group.

We look forward to updating the market on our progress in due course.

Eitan Yanuv

Independent Non-Executive Chairman

28 September 2021

Executive's Board Member Statement

Financial Results

In 2020, The Group closed all its operating historical businesses and for the first time since the Company became public it didn't record any turnover in the six months ended 30 June 2021.

The operating loss for the period was US$0.13m (H1 2020: loss of US$ 0.54m); the operating expenses for the period were attributed mainly to general and administrative costs associated with being a listed Company.

Financial income for the period was US$0.04m, attributed predominantly to a US$0.06m gain from realisation of a short term investment in tradable securities and other financial expenses of US$0.02m.

Taxes for the period were US$0.01m (H1 2020: US$ 0.01m).

The loss after taxation for the period attributable to shareholders of the Company was US$0.10m (H1 2020: loss of US$0.55m).

The Group's cash position for the period ended 30 June 2021 was US$1.33m (31 December 2020: US$1.42m).

The unaudited interim financial results have not been reviewed by the Company's auditor.

Asaf Lahav

Executive Board Member

28 September 2021

Statement of Comprehensive Income

For the six month period ended 30 June 2021

 
                                                 Unaudited 
                                               6 Month Period         Unaudited                Audited 
                                                   Ended         6 Month Period Ended    12 Month Period Ended 
                                                30 June 2021         30 June 2020          31 December 2020 
                                     Note         US$'000              US$'000                  US$'000 
 Revenue                                             -                   614                    1,309 
 Cost of sales                                       -                  (79)                     (87) 
                                             ----------------  ----------------------  ----------------------- 
 Gross profit                                        -                   535                    1,222 
 
 
 Research and development                            -                  (464)                  ( 512 ) 
 Selling and marketing                               -                  (41)                     (53) 
 Administrative                                    (133)                (565)                  ( 654 ) 
 
 
 Operating Income (Loss)                           (133)                (535)                     3 
                                             ----------------  ----------------------  ----------------------- 
 
 
 Bank fees                                         (18)                 (32)                     (50) 
 Foreign exchange gain (loss)                       (5)                  (5)                      70 
 Gain from realization of tradable 
  securities                                        63                   (2)                     (1) 
                                             ----------------  ----------------------  ----------------------- 
 Financing Income (expenses)                        41                  (39)                      19 
 
 
 
 Other Income (expenses) 
 Other income (expenses), net                        -                   82                      875 
 
 
 
 Profit (Loss) before taxation                     (92)                 (492)                    897 
                                             ----------------  ----------------------  ----------------------- 
 Taxation                                           (8)                 (13)                      70 
                                             ----------------  ----------------------  ----------------------- 
 Profit (Loss) from continuing operations          (100)                (505)                    967 
                                             ----------------  ----------------------  ----------------------- 
 
 Gain (Loss) from discontinued operations            -                    -                       50 
 Gain / (Loss) from discontinued 
  operations, net                                    -                    -                       50 
                                             ----------------  ----------------------  ----------------------- 
 Other comprehensive income                          -                    -                       - 
 Total comprehensive Profit (Loss)                 (100)                (505)                   1,017 
                                             ----------------  ----------------------  ----------------------- 
 
 Profit (Loss) attributable to: 
 Owners of the Company                             (100)                (545)                    997 
 Non-controlling interests                           -                   40                       20 
                                             ----------------  ----------------------  ----------------------- 
 Profit (Loss) for the period                      (100)                (505)                   1,017 
 
 
 
 Earnings per share attributable to owners of the parent during the year (Note 3) : 
                                                 Unaudited 
                                               6 Month Period         Unaudited                Audited 
                                                   Ended         6 Month Period Ended    12 Month Period Ended 
                                                30 June 2021         30 June 2020          31 December 2020 
                                                (Cents USD)          (Cents USD)              (Cents USD) 
 Basic                                            (0.12)               (0.64)                    1.16 
 Diluted                                          (0.12)               (0.64)                    1.16 
 From continuing operations - Basic                  -                 (0.64)                    1.10 
 From continuing operations - Diluted                -                 (0.64)                    1.10 
 From discontinued operations - Basic                -                    -                      0.06 
 From discontinued operations - Diluted              -                    -                      0.06 
                                             ================  ======================  ======================= 
 

Consolidated Statement of financial position

As of 30 June 2021

 
                                                          Unaudited 
                                                           30 June      Unaudited          Audited 
                                                             2021      30 June 2020    31 December 2020 
                                                   Note    US$'000       US$'000           US$'000 
 Non-current assets 
 Intangible assets, net                                       -            707                - 
 Property and equipment                                       -             3                 - 
 Short term investment                                        -             -                 - 
 Financial asset held at FVTPL                               152            -                152 
                                                             152           710               152 
                                                         ----------  --------------  ------------------ 
 
 Current assets 
 Trade receivables, net and other receivables      4         10            87                13 
 
   Short term investment                            6         53             -                 - 
 Restricted bank deposits                                     -            63                 - 
 Cash                                                       1,329          716              1,419 
                                                         ----------  -------------- 
                                                            1,392          866              1,432 
                                                         ----------  --------------  ------------------ 
 
 Total Assets                                               1,544         1,576             1,584 
                                                         ==========  ==============  ================== 
 
 
 Non-Current liabilities 
 Shareholders loan                                           84            92                84 
 Current Liabilities 
 Trade and other payables                          5         145           334               88 
 Deferred income liability                                    -            631                - 
 Income tax payable                                          90             9                86 
                                                         ----------  --------------  ------------------ 
                                                             235           974               174 
                                                         ----------  --------------  ------------------ 
 
 Total Liabilities                                           319          1,066              258 
                                                         ----------  --------------  ------------------ 
 
 
 
 
                                                          Unaudited                        Audited 
                                                           30 June      Unaudited      31 December 2020 
                                                             2021      30 June 2020        US$'000 
                                                           US$'000       US$'000 
 Equity 
 Share Capital                                               61            61                61 
 Share premium account                                     12,022        12,022            12,022 
 Share-based payment reserve                                 799           798               798 
 Accumulated profits / (losses)                           (11,656)      (12,392)          (11,555) 
                                                         ----------  --------------  ------------------ 
 Equity attributable to owners of the Company               1,225          489              1,326 
                                                         ----------  --------------  ------------------ 
 
 Non-controlling interests                                    -            21                 - 
                                                         ----------  --------------  ------------------ 
 Total equity                                               1,225          510              1,326 
 
 Total Equity and Liabilities                               1,544         1,576             1,584 
                                                         ==========  ==============  ================== 
 

Consolidated Statement of changes in equity

For the six month period ended 30 June 2021

 
 
                                   Share-based                Accumulated               Non- 
                  Share    Share     payment     Revaluation   profits/              controlling 
                 capital  premium    reserve       reserve     (losses)     Total     interests    Total 
                 US$'000  US$'000    US$'000       US$'000      US$'000     US$'000    US$'000     US$'000 
Balance at 31 
 December 2019     61     12,022       934           -         (12,459)       558       (249)       309 
                 =======  =======  ===========  ============  ===========  ========  ===========  ======== 
 
Total 
 comprehensive 
 income (loss) 
 for the period     -        -          -             -           997         997        20        1,017 
Gain on 
 revaluation of 
 cryptocurrency 
 digital assets 
 in the year        -        -          -            577           -         577          -         577 
Disposal of 
 cryptocurrency 
 digital assets 
 in the year        -        -          -           (577)          -        (577)         -        (577) 
Purchase of NCI 
 in Footies 
 during the 
 year               -        -          -             -          (229)      (229)        229         - 
Share-based 
 payment            -        -          6            -            (6)         -           -          - 
Transfer of 
 Shared based 
 payment 
 reserve on 
 lapsed options     -        -        (142)           -           142          -           -         - 
Balance at 31 
 December 2020     61     12,022       798            -        (11,555)      1,326        -        1,326 
                 =======  =======  ===========  ============  ===========  ========  ===========  ======== 
 
Total 
 comprehensive 
 loss for the 
 period             -        -          -             -          (100)      (100)          -       (100) 
Share-based 
 payment            -        -          1            -             -         (1)          -         (1) 
 
Balance at 30 
 June 202 1        61     12,022       799            -        (11,656)     1,225         -        1,225 
                 =======  =======  ===========  ============  ===========  ========  ===========  ======== 
 

Consolidated statement of cash flows

For the six month period ended 30 June 2021

 
                                     Note      Unaudited         Audited Year 
                                             6 months ended    ended 31 December 
                                              30 June 2021           2020 
                                                US$'000            US$'000 
 Cash Flow from operating 
  Activities 
 Profit (Loss) before tax 
  for the period                                ( 92 )               946 
 Adjustment for: 
 Depreciation of property 
  and equipment                                    -                  4 
 Amortization of intangible 
  assets                              -            -                  75 
 Impairment of intangible 
  assets                                           -                  37 
 Share Option Charge                               1                  6 
 Gain on bargain purchases                         -                (309) 
 Forgiveness of loan due 
  to NCI                                           -                 (51) 
 Gain from short term investment                 (63)                 - 
 Capital loss on disposal 
  of property and equipment                        -                  12 
 Capital gain from realization 
  and revaluation of intangibles 
  assets                                           -                (577) 
 Income tax expenses                                                  92 
 Capital loss on write 
  off investments in subsidiaries                  -                  - 
 
 Operating cash flows before movements 
  in working capital: 
 Decrease (increase) in 
  trade and other receivables         4           (3)                589 
 Increase (Decrease) in 
  trade and other payables            5           23               (1,453) 
 Increase in other current 
  liabilities                         5           34                  - 
 Income tax received                               -                  - 
 R&D tax credit received                           -                 163 
                                           ----------------  ------------------- 
 Income tax paid                                   -                (109) 
                                           ----------------  ------------------- 
 Net cash (used in) / generated 
  from operating activities                     ( 100 )             (575) 
 
 Cash Flow from investing 
  Activities: 
 Consideration from sale 
  of intangible assets                             -                 974 
 Net cash acquired on acquisition                  -                 649 
 Decrease/(Increase) of 
  restricted bank deposits                         -                  71 
 Funds advanced under SAFE 
  agreement                                        -                (152) 
 Loans eliminated from 
  obtaining control of a 
  subsidiary                                       -                (296) 
 Investment eliminated 
  on consolidation from                - 
  obtaining control of a 
  subsidiary                                       -                  - 
 Purchase of tradable securities                 (82) 
 Sale of tradable securities                      92                  - 
                                           ----------------  ------------------- 
 Net cash generated from/ 
  (used in) investing activities                  10                1,246 
 
 Cash Flow from financing 
  Activities: 
 Interest payments                                 -                  - 
 Net cash generated from/ 
  (used in) financing activities                   -                  - 
                                           ----------------  ------------------- 
 
 
 
 
 Net decrease in cash and 
  cash equivalents                               (90)                671 
 Cash and equivalents at 
  beginning of period                            1,419               672 
 Effect of changes in exchange 
  rates on Cash                                    -                  76 
                                           ----------------  ------------------- 
 Cash and equivalents at 
  end of period                                  1,329              1,419 
                                           ================  =================== 
 

Notes to the financial statements

   1.    General Information 

TechFinancials, Inc, (the "Company") and its subsidiaries (together, the "Group") were engaged until the end of 2020 in the development of blockchain-based digital assets solutions and licensing of financials trading platforms to businesses. The financial statements present the consolidated results of the Group for each of the periods ending 30 June 2021, 30 June 2020 and 31 December 2020.

Group changes in the period

In June 2021, Footies Ltd the Company's fully owned subsidiary has been struck off.

Basis of preparation

As permitted, the Group has chosen not to adopt International Accounting Standard 34 'Interim Financial Reporting' in preparing these interim financial statements. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The interim financial information set out above does not constitute statutory accounts. The information has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union.

The accounting policies applied in preparing the interim financial information are consistent with those that have been adopted in the Group's 2020 audited financial statements. Statutory financial statements for the year ended 31 December 2020 were approved by the Board of Directors on 30 July 2021. The report of the auditors on those financial statements were not modified in respect of the matter mentioned, however, has drawn attention to material uncertainty related to going concern.

The Directors approved these condensed interim financial statements on 28 September 2021.

Risks and uncertainties

The key risks that could affect the Group's short and medium term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's 2020 Annual Report and Financial Statements, a copy of which is available on the Company's website: www.techfinancials.com.

   2.    Accounting policies 

The condensed consolidated interim financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financials assets and liabilities at fair value through the statement of profit and loss.

The business is not subject to seasonal variations.

The financial information for the 6 months ended 30 June 2021 and the 6 months ended 30 June 2020 has not been audited.

No dividends have been paid in the period (2020: $nil).

Critical accounting estimates and judgements

The preparation of condensed consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates and have not changed during the interim period and are set out in note 3(v) of the Group's 2020 Annual Report and Financial Statements.

   3.    Earnings per share 

The calculation of earnings per share is based on the following losses and number of shares:

 
 Earnings per share                       Unaudited                Unaudited 
                                     6--month period ended    6--month period ended             Audited 
                                         30 June 2021             30 June 2020         Year ended 31 December 2020 
                                           US$'000                  US$'000                     US$'000 
 Basic 
 Loss attributable to equity 
  holders                                   (100)                    (545)                        948 
 Weighted average number of 
  shares basic                           85,680,979               85,680,979                  85,860,979 
                                   =======================  =======================  ============================= 
                                             US$                      US$                         US$ 
 Earning (Loss) per share - basic         (0.0012)                 (0.0064)                      0.016 
 Earnings per share from 
  continuing operations - basic           (0.0012)                 (0.0064)                      0.011 
 Earnings per share from 
  discontinued operations - basic             -                        -                        0.0006 
 
  Earnings per share                      Unaudited                Unaudited 
                                    6--month period ended    6--month period ended              Audited 
                                         30 June 2021             30 June 2020        Year ended 31 December 2020 
                                             US$                      US$                         US$ 
 Diluted 
 Weighted average number of 
  shares diluted                         85,680,979               85,680,979                  86,399,888 
                                   =======================  =======================  ============================= 
 
 Earnings/(loss) per share - 
  diluted                                     -                    (0.0064)                      0.016 
 Earnings per share from 
  continuing operations - diluted             -                    (0.0064)                      0.011 
 Earnings per share from 
  discontinued operations - 
  diluted                                     -                        -                        0.0006 
 
 
   4.    Trade and other receivables 
 
                              Unaudited 
                               6--month     Unaudited 
                                period       6--month       Audited 
                                ended      period ended    Year ended 
                               30 June       30 June       31 December 
                                 2021          2020           2020 
                               US$'000       US$'000        US$'000 
 
    Trade Receivables, net        -            16              - 
 Other Receivables                -            25              8 
 Prepayments                     10            44              5 
 Short term deposit               -             2              - 
                                 10            87              13 
                             ==========  ==============  ============= 
 
 

The carrying amounts of trade and other receivables approximate their fair values.

   5.    Trade and other payables 
 
                                Unaudited 
                                 6--month     Unaudited 
                                  period       6--month       Audited 
                                  ended      period ended    Year ended 
                                 30 June       30 June       31 December 
                                   2021          2020           2020 
                                 US$'000       US$'000        US$'000 
 
    Trade Payable                  27            76              4 
    Other Payable                   -             -              - 
 Employees' salaries related 
  balance                           -            93              - 
 Accrued liabilities               118           165             84 
                                   145           334             88 
                               ==========  ==============  ============= 
 
 
   6.    Subsequent events 

In July 2021, the Company sold all its holdings recorded as of 30 June 2021, for a total consideration of 51k GBP.

On 18 August 2021, the Company participated in the placing of HEMOGENYX PHARMACEUTICALS, a listed company in LSE, for a total consideration of 14.6k GBP.

In July 2021, Cedex Trading UK a fully owned subsidiary of Cedex Trading Ltd, the Company's fully owned subsidiary was struck off.

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END

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