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Electric Guitar Plc - Interim Results for Six Months Ended 30 September 2022

ELECTRIC GUITAR PLC

INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
30 SEPTEMBER 2022


Highlights
Privacy is now an increasing disadvantage for the incumbents in digital marketing, and newcomers are capitalising on this as advertisers seek new ways of reaching digital audiences. Whilst advertising overall has been subject to macro-economic headwinds, digital media businesses with a focus on first-party data and privacy continue to prosper. This is the shift which the strategy of the business will capitalise on. The Directors believe they are making headway with their search for a suitable reverse takeover candidate to support this strategy.

Since listing, Electric Guitar has carefully maintained a significant cash position in order to retain adequate funds to address the potentially substantial costs of an RTO transaction. Cash balance at the end of the period was £658,756.

Chairmans Statement
I am pleased to present the Company's interim unaudited financial statements to shareholders for the six months ended 30th September 2022.

During this period the company focused on finding a suitable reverse takeover candidate. The team has continued to assess and engage with potential candidates at a time when uncertainty in the financial markets and the digital media environment makes for a challenging backdrop. However, the team continues to work diligently and at the same time seeks to manage costs very tightly. We will make further announcements concerning our progress in due course. We greatly appreciate the continued support of our shareholders through this process.

Financial Review
For the six months to 30 September 2022, the Company reports a net loss of £371,680 (2021: net loss of £51,925). During the six months to 30 September 2022, the Company continued its strict financial discipline, incurring a net operating cash outflow of £337,575 (2021: inflow of £96,967). The Company held cash at 30th September of £658,756 (2021: £96,967).

Directors
The following Directors have held office during this period
John P Regan (CEO)
John C Hutchinson (Chairman)
Sarfraz Munshi (NED Appointed 8th September)
Luke McKeever (NED Resigned 8th September)

Corporate Governance
The UK Corporate Governance Code (July 2018) (“the Code”), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a Standard Listed company, the Company is not subject to the Code, but the Board recognises the value of applying the principles of the Code where appropriate and proportionate and has endeavoured to do so where practicable

Statement of Directors’ Responsibilities
Each of the directors of Electric Guitar plc confirms, to the best of their knowledge, that:

• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB and endorsed and adopted by the EU

• the interim management report includes a fair review of the information required by:

? DTR 4.2.7R of the Disclosure Guidance and Transparency Rules of the UK’s Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year

? DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the UK’s Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the group during that period; and any changes in the related party transactions described in the annual report for the year ended 31 March 2022 that could have a material effect on the financial position or performance of the group in the first six months of the current financial year

General Information
The Company was incorporated on 24 March 2021 in England and Wales as a private company and it was re-registered as a public company on 24 June 2021. Subsequently, on 11 January 2022, the Company was listed on the Official List of the London Stock Exchange pursuant to Chapter 14 of the Listing Rules (which sets out the requirements for Standard Listings). The principal activity of the Company during the period to 30th September 2022 was that of identifying potential companies, businesses or assets for acquisition.

The interim report was approved by the Board of Directors.

John P Regan
Director
Electric Guitar plc
30th December 2022





ELECTRIC GUITAR PLC
Interim Statement of Comprehensive Income
For the six months ended 30 September 2022

Six months ended 30 September 2022

Six months ended 30 September 2021

Period
ended 31 March 2022

Unaudited

Unaudited

Audited

£

£

£

Turnover

-

-

-

Administrative expenses

(371,680)

(51,925)

(245,387)

Operating loss

(371,680)

(51,925)

(245,387)

Taxation

-

-

-

Loss for the period

(371,680)

(51,925)

(245,387)

Earnings per share:

Basic and Diluted (pence)

(1.79)

(0.63)

(1.18)



ELECTRIC GUITAR PLC
Interim Statement of Financial Position
As at 30 September 2022

At 30 September 2022

At 30 September 2021

At 31
March
2022

Unaudited

Unaudited

Audited

£

£

£

Current assets

Trade and other receivables

19,629

1,522

31,787

Cash and cash equivalents

658,756

96,967

996,331

678,385

98,489

1,028,118

Current liabilities

Trade and other payables

(57,509)

(10,374)

(35,562)

Net current assets

620,876

88,115

992,556

Net assets

620,876

88,115

992,556

Equity:

Called up share capital

289,314

89,314

289,314

Share premium account

948,629

50,726

948,629

Retained earnings

(617,067)

(51,925)

(245,387)

Total equity

620,876

88,115

992,556



ELECTRIC GUITAR PLC
Interim Statement of Changes in Equity
For the six months ended 30 September 2022

Share capital

Share premium account

Retained earnings

Total

£

£

£

£

Balance at 24 March 2021

-

-

-

-

Total comprehensive loss for the period

-

-

(51,925)

(51,925)

Issue of share capital

89,314

50,726

-

140,040

Balance at 30 September 2021 (unaudited)

89,314

50,726

(51,925)

88,115

Balance at 24 March 2021

-

-

-

-

Total comprehensive loss for the period

-

-

(245,387)

(245,387)

Issue of share capital

289,314

948,629

1,237,943

Balance at 31 March 2022 (audited)

289,314

948,629

(245,387)

992,556

Balance at 1 April 2022

289,314

948,629

(245,387)

992,556

Total comprehensive loss for the period

-

-

(371,680)

(371,680)

Balance at 30 September 2022 (unaudited)

289,314

948,629

(617,067)

620,876



ELECTRIC GUITAR PLC
Interim Statement of Cash Flows
For the six months ended 30 September 2022

Six months ended 30 September 2022

Six months ended 30 September 2021

Period
ended 31 March 2022

Unaudited

Unaudited

Audited

£

£

£

Profit/(loss) for the period after tax

(371,680)

(51,925)

(245,387)

Adjustments for:

Movement in trade and other receivables

12,158

(1,469)

(31,734)

Movement in trade and other payables

21,947

10,374

35,562

Net cash flow from operating activities

(337,575)

(43,020)

(241,559)

Investing activities:

Payments arising from loans made

-

(53)

(53)

Net cash used in investing activities

-

(53)

(53)

Financing activities:

Proceeds from issue of shares

-

140,040

1,346,152

Share issue costs

-

-

(108,209)

Net cash generated from financing activities

-

140,040

1,237,943

(Decrease)/increase in cash and cash equivalents

(337,575)

96,967

996,331

Cash and cash equivalents at beginning of period

996,331

-

-

Cash and cash equivalents at end of period

658,756

96,967

996,331



ELECTRIC GUITAR PLC
Notes to the Interim Financial Statements
For the six months ended 30 September 2022

1. General Information

Electric Guitar PLC (“the company”) is a public limited company incorporated and domiciled in England and Wales. The company’s registered office is One, Bartholomew Close, London, EC1A 7BL.

2. Basis of preparation

The interim condensed financial statements are for the six months ended 30 September 2022 and have been prepared in accordance with IAS 24 Interim Financial Reporting, International Accounting Standards for use in the United Kingdom (“IFRS”), on a going concern basis and under the historical cost convention.

The interim condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. They do not include all the information required of annual financial statements in accordance with IFRS and should be read in conjunction with the financial statements for the period ended 31 March 2022.

The condensed financial information for the year ended 31 March 2022 does not constitute the company’s statutory accounts for that year, but is derived from those accounts, which have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) of the Companies Act 2006.

The interim financial information for the six months ended 30 September 2022 is unaudited. In the opinion of the directors, the interim financial information presents fairly the financial position and results from operations and cash flow for the period.

The directors have made an assessment of the company’s ability to continue as a going concern and are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

3. Accounting policies, critical estimates and judgements

The accounting policies, methods of computation, critical estimates and judgements applied in the interim condensed financial statements are there same as those applied in preparing the financial statements for the period ended 31 March 2022.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these judgements, estimates and assumptions are based on management’s best knowledge of current events and actions, actual results may differ.

4. Loss per share

Six months ended 30 September 2022

Six months ended 30 September 2021

Period ended 31 March 2022

Unaudited

Unaudited

Audited

Weighted average number of ordinary shares (basic and diluted)

20,714,127

8,190,403

20,714,127

Loss for the period attributable to equity holders

£(371,680)

£(51,925)

£(245,387)

Loss per share - basic and diluted (pence per share)

(1.79)p

(0.63)p

(1.18)p

5. Share capital

Ordinary shares of 0.5 pence each, issued called up and fully paid:

Number

£

At 30 September 2021

17,862,776

89,314

Issued in the period

40,000,000

200,000

At 31 March 2022

57,862,776

289,314

Issued in the period

-

-

At 30 September 2022

57,862,776

289,314

On 24 December 2021, the Company entered into a warrant instrument, pursuant to which the Company created A-Series Warrants over in aggregate 5,786,278 new Ordinary Shares at an exercise price per Ordinary Share equal to 150 per cent. of the Placing Price. At 30 September 2022 a total of 3,599,064 A-Series Warrants (the “Allocated A-Series Warrants”) have been granted.

6. Post balance sheet events

There have been no material interim post balance sheet events

7. Related party disclosures

Remuneration of directors and key management personnel:

The remuneration of the directors during the six month period to 30 September 2022 amounted to £42,000 (period ended 30 September 2021: £NIL).

Shareholdings in the company:

Shares

John Regan

4,068,000

John Hutchinson

2,373,000

8. Ultimate controlling party

At 30 September 2022, there was no ultimate controlling party.