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 ("£").

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.   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 £100,000 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.

8.   STATED CAPITAL

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

10. LEASE LIABILITIES

Lease liabilities are payable as follow:

11. SUBSIDIARY UNDERTAKINGS

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

12. RELATED PARTY TRANSACTION

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

13. SUBSEQUENT EVENTS

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