Velox3 PLC

Final Results

RNS Number : 8091Z
Velox3 PLC
01 June 2016
 

1 June 2016

 

VELOX3 PLC

("Velox3" or "the Group")

 

Final Results for the year ended 31 December 2015

 

 

Velox3, the AIM quoted investment Company focusing on the online trading services sector, is pleased to announce its final results for the year ended 31 December 2015.

 

Highlights

-      Total profit for the year amounted to € 511,317 (2014: loss of € 4,362,344)

-      Converted to an investing company and approved investing policy in March 2015

-      Currently in the advanced stages of completing an acquisition, which under the AIM rules will be considered a Reverse Takeover

 

 

David Mathewson Executive Chairman of Velox3 commented: "After a year of significant change, we have renewed confidence in our future plans. The Directors have been actively reviewing investment opportunities in the online trading services industry. The Company has considered investment opportunities worldwide and has also considered opportunities in industries relating to the online trading services sector, including, but not limited to, service providers, marketing and technology sectors.

 

The Directors are pleased to be in an advanced stage of completing an acquisition which under the AIM rules will be considered a Reverse Takeover."

 

For further information please contact:

 

Velox3 PLC

David Mathewson, Executive Chairman

 

+ 44 (0)1624 647 979

Stockdale Securities

Antonio Bossi

David Coaten

 

+44 (0)20 7601 6100

Newgate Communications

Adam Lloyd

Robyn McConnachie

Helena Bogle

+44 (0)20 7653 9850

 

 

 

STRATEGIC REPORT         

 

I am pleased to present our Annual Report for the financial year ended 31 December 2015.

 

 

Financial Review

 

2015 was a year of significant change for Velox3 (formerly: 24/7 Gaming Group). After announcing that the directors decided not to progress with a possible acquisition in the binary options sector on 16 February 2015, the Company transitioned into an investing company under the AIM rules, as approved by the shareholders on 9 March 2015. As part of this, the Company changed its name into Velox3 plc.

 

The total profit for the year amounted to € 511,317 (2014: a loss of € 4,362,344). The profit derives from profits on discontinued operations as part of the restructuring process started in December 2014.

 

Board Changes

 

During the year, Non-Executive Director Willy Simon resigned from the Board, followed by the resignation of Rogier Smit in October 2015.

 

Dividend

 

The Group will not pay a dividend for the year ended 31 December 2015.

 

Current trading and outlook

 

Following the approval of the investing policy in March 2015, the Directors have been actively reviewing investment opportunities in the online trading services industry. These online trading services include services such as binary options, trading in CFDs (Contract for Difference) and Forex. The Company has considered investment opportunities worldwide and has also considered opportunities in industries relating to the online trading services sector, including, but not limited to, service providers, marketing and technology sectors.

 

The Directors are pleased to announce that the Company is now in an advanced stage of completing an acquisition under this investing policy, which under the AIM rules will be considered a Reverse Takeover. The Directors expect to announce more details shortly.

 

A copy of the annual results together with information required under AIM Rule 26 is available from the Company's website at www.velox3.com and will be posted to shareholders shortly.

 



 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME









Year ended


Year ended




31 December


31 December


Notes


2015


2014










Restated

CONTINUING OPERATIONS






Revenues



  -


  -

Cost of goods and services



  -


  -

Gross Profit/(Loss)



  -


  -







Listing expenses



  (268,341)


(307,124)

Salary expense



  (290,782)


  (320,526)

General administrative expense



  (235,380)


  (355,597)

Total Administrative expenses



  (794,503)


  (983,247)

Operating Loss



  (794,503)


  (983,247)







Financial income/(expense)



  105,148


  (12,281)

Loss before tax



  (689,355)


  (995,528)

Taxation



  -


  -

Loss for the financial year from continuing operations



  (689,355)


  (995,528)







DISCONTINUED OPERATIONS






Profit/(loss) for the financial year from discontinued operations

3


  1,200,672


  (3,366,816)

TOTAL COMPREHENSIVE PROFIT/(LOSS) FOR THE FINANCIAL YEAR



  511,317


  (4,362,344)













Basic and diluted earnings/(loss) per share






Continuing operations

2.1


(0.0036)


(0.0058)

Discontinued operations

2.2


0.0063


(0.0196)

Total operations



0.0027


(0.0254)

 



 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION






31 December


31 December




2015


2014





Non-current assets






Property, plant and equipment



  -


  -

Intangible assets



  -


  -

Deferred tax asset



  -


  -

Total non-current assets



  -


  -







Current assets






Cash and cash equivalents



  -


  1,836

Trade and other receivables



  103,072


  130,010

Total current assets



  103,072


  131,846

Total assets



  103,072


  131,846













Equity and liabilities






Share capital



  -


  -

Additional paid-in capital



  6,046,980


  5,859,702

Combination reserve



  2,999,953


  2,999,953

Shares to be issued



  120,763


  168,423

Retained earnings



  (10,457,795)


  (10,969,112)

Total shareholders' equity



  (1,290,099)


  (1,941,034)







Current Liabilities






Trade and other payables



  941,343


  2,032,880

Borrowings



  451,828


  40,000

Total current liabilities



  1,393,171


  2,072,880

Total equity and liabilities



  103,072


  131,846







 



 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


























Additional




Other reserves -







Share


paid in


Combination


Shares to


Retained





capital


capital


reserve


be issued


earnings


Total





















Balance as at 1 January 2014


  -


  4,032,774


  2,999,953


  1,226


  (6,606,768)


  427,185














Loss for the financial year


  -


  -


  -


  -


  (4,362,344)


  (4,362,344)

Transactions with owners













Issue of share capital


  -


  1,826,928


  -


  69,260


  -


  1,896,188

Share based payments


  -


  -


  -


  97,937


  -


  97,937

Balance as at 1 January 2015


  -


  5,859,702


  2,999,953


  168,423


  (10,969,112)


  (1,941,034)














Profit for the financial year


  -


  -


  -


-


511,317


511,317

Transactions with owners













Issue of share capital


  -


187,278


  -


  (69,260)


-


118,018

Share based payments


  -


  -


  -


  21,600


-


  21,600

Balance as at 31 December 2015


  -


6,046,980


  2,999,953


  120,763


  (10,457,795)


  (1,290,099)

 

 



 

 

CONSOLIDATED STATEMENT OF CASH FLOWS







31 December


31 December



2015


2014




Cash flows from operating activities





Loss from operating activities


  (794,503)


  (983,247)

Share based payment


  21,600


  85,656

Loss before working capital change


(772,903)


  (897,591)






(Increase) / Decrease in receivables


  (57,974)


  7,523

Increase in payables


329,580


  790,166

Cash flow from operating activities by continuing operations


(501,297)


  (99,902)

Cash flow from operating activities by discontinued operations


  -


  (1,246,517)

Cash flow from operating activities


  (501,297)


  (1,346,419)






Cash flow from investing activities





Outgoing loans


  -


  (120,000)

Repayments of loans receivable


84,912


  -

Interest received


2,721


-

Net cash outflow from investing activities by continuing operations


  87,633


  (120,000)

Net cash outflow from investing activities by discontinued operations


  -


  (64,826)

Net cash outflow from investing activities


  87,633


  (184,826)






Cash flow from financing activities





Proceeds of issue of new shares


  -


  1,490,424

Loans received


  411,828


  40,000

Net cash inflow from financing activities by continuing operations


  411,828


  1,530,424

Net cash inflow from financing activities by discontinued operations


 -


  -

Net cash inflow from financing activities


  411,828


  1,530,424






Net decrease in cash and cash equivalents


  (1,836)


  (821)

Cash and cash equivalents at start of period


  1,836


  2,657

Cash and cash equivalents at end of period


  -


  1,836






 

Notes

 

                               

1                 General Information

                        

The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 December 2015 or 31 December 2014 but is derived from those accounts.

 

The auditors have reported on those accounts and their reports were unqualified. In both 2015 and 2014 their reports drew attention to the going concern disclosures contained in the notes to the accounts by way of emphasis.

 

The going concern disclosure for the year ended 31 December 2015 is repeated below in this note.

The consolidated financial statements incorporate the results of Velox3 plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").

 

Year ended 31 December 2014 expense allocations have been restated to more appropriately reflect the nature of the expenses.

 

Going concern

The Group reported a profit of €511,317 for the year ended 31 December 2015 and a loss of €4,362,344 for the year ended 31 December 2014. The Group reports a working capital deficit of €1,290,099 for the year ended 31 December 2015 and a working capital deficit of €1,941,034 for the year ended 31 December 2014.


The Company is in advanced stages of completing an acquisition, which is considered to be a reverse takeover under the AIM rules. At this stage however, there is no guarantee that this process completes successfully. The Company intends to raise new funds by issuing new ordinary shares of the Company. This new funding should be sufficient to cover the future working capital requirements of the Company including current outstanding payables up to the date of the fundraise. 

 

To complete the acquisition, the Company has entered into a loan agreement with certain existing shareholders for the provision of working capital facilities to enable it to continue to trade.  The total amount received on this basis amounts to €818,328 as of 25 May 2016. The loan has conversion rights. The conversion price will contain a discount of 10% to the price offered in the next funding round, plus 1 warrant on every 5 shares. 

 

The Directors assume the continuing support of existing creditors, who have been willing to delay payments to them to date.

 

There is no guarantee that the Group will receive sufficient operational cash flow and/or funding to sustain operations or implement any future business plan steps. However the Directors are confident of the Group's ability to execute a business plan of attracting new finance and finding opportunities to merge a target into the company.

 

Accordingly, the Directors consider it appropriate to prepare the Consolidated Financial Statements on a going concern basis.

 

 

2          Loss per share (basic and diluted)

 

 

2.1       Loss per share from continuing operations

 

 

 


Year ended

31 December 2015


Year ended

31 December 2014



Earnings

Earnings for the purposes of basic earnings per share being net loss after tax attributable to equity shareholders


Number of shares

Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share


Basic earnings per share

Diluted earnings per share


 

 

 

2.2       Loss per share from discontinued operations

 

 

 


Year ended

31 December 2015


Year ended

31 December 2014



Earnings

Earnings for the purposes of basic earnings per share being net profit/(loss) after tax attributable to equity shareholders


Number of shares

Weighted average number of ordinary shares for the purposes of basic earnings per share


Basic earnings per share

Diluted earnings per share


 

3          Discontinued operations

 

As required by IFRS 5, the results of the gaming and publishing operations are presented as discontinued operations within the Consolidated Statement of Comprehensive Income. Cash flows pertaining to the gaming and publishing operations are presented separately in the Consolidated Statement of Cash Flows.

 

The results of the discontinued gaming and publishing operations, which have been included in the Consolidated Statement of Comprehensive Income were as follows:

 

 


Year ended

31 December 2015


Year ended

 31 December 2014

 

Revenues

-


124,811

Cost of goods and services

 -


 (166,813)

Gross profit/(loss)

 -


 (42,002)

Total administrative expenses

18,890


 (1,568,216)

Interest expense

-  


 (21,242)

Profit/(loss) before tax

18,890


 (1,631,460)

Taxation

-


(986,975)

Profit/(loss) after tax

18,890


 (2,618,435)





Profit/(loss) on disposal of discontinued operations

-


(748,381)





Gain on waiver of debt due to former group companies

1,181,782


-

Profit/(loss) for the year from discontinued operations

 1,200,672


 (3,366,816)





 

4          Post balance sheet events

 

Subsequent to year-end the directors have continued to restructure the Group. The directors have started the liquidation process of WGM NV and WGM Ltd during the first quarter of 2016, and have initiated the process of liquidation of 24/7 Gaming Ventures NV, which is expected to be formalised in June 2016.

 

In February 2016, the Company incorporated a new entity in the Netherlands, being a 100% subsidiary in order to provide services for the group. The company name is Veltyco Services BV and is registered at the Chamber of Commerce in Amsterdam, the Netherlands.

 

In the period between 1 January 2016 and 25 May 2016, the Company received further funding for the amount of €366,500 from an existing shareholder, which is used to finance the process of completing an acquisition, which is considered to be a reverse take-over under the AIM rules.

 

 

5              Annual General Meeting

A Copy of the audited annual report for the year ended 31 December 2015 will be posted to shareholders shortly and is being made available from the Company's website at www.velox3.com.


This information is provided by RNS
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