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FMR RESOURCES LIMITED — Interim / Quarterly Report 2021
Feb 24, 2021
64933_rns_2021-02-24_97bef94e-a984-4f8f-9ebe-87a66abe40ad.pdf
Interim / Quarterly Report
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Applyflow Limited (Formerly known as Nvoi Ltd) Appendix 4D Half-year report
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1. Company details
Name of entity: Applyflow Limited ABN: 29 107 371 497 Reporting period: For the half-year ended 31 December 2020 Previous period: For the half-year ended 31 December 2019
2. Results for announcement to the market
| 2. Results for announcement to the market |
||||
|---|---|---|---|---|
| Revenues from ordinary activities | up from | $673 | to | $1,378,881 |
| $ | ||||
| Loss from ordinary activities after tax attributable to the owners of | ||||
| Applyflow Limited | up | 14% to | (1,424,289) | |
| Loss for the half-year attributable to the owners of Applyflow Limited | up | 14% to | (1,424,289) |
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $1,424,289 (31 December 2019: $1,246,764).
3. Net tangible assets
| Net tangible assets per ordinary security | Reporting period Cents 0.13 |
Previous period Cents 0.25 |
|---|---|---|
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
Applyflow Limited (Formerly known as Nvoi Ltd) Appendix 4D Half-year report
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7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
All foreign entities comply with Australian accounting standards.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report.
11. Attachments
Details of attachments (if any):
The Interim Report of Applyflow Limited for the half-year ended 31 December 2020 is attached.
12. Signed
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Signed _________
Date: 25 February 2021
John Winters Non-Executive Director
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Applyflow Limited
(Formerly known as Nvoi Ltd)
ABN 29 107 371 497
Interim Report - 31 December 2020
Applyflow Limited (Formerly known as Nvoi Ltd) Corporate directory 31 December 2020
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| Applyflow Limited (Formerly known as Nvoi Ltd) Corporate directory 31 December 2020 |
|
|---|---|
| Directors | John Winters |
| Steven Papadopoulos | |
| Philip Crutchfield | |
Company secretary |
David Franks |
Registered office |
Level 5, 126 Phillip Street |
| Sydney NSW 2000 | |
Principal place of business |
Level 7, 82-88 Elizabeth Street |
| Sydney NSW 2000 | |
Share register |
Automic Pty Ltd |
| Level 5, 126 Phillip Street | |
| Sydney NSW 2000 | |
Auditor |
Stantons International |
| 6 Middlemiss Street | |
| Lavender Bay NSW 2060 | |
Solicitors |
Milcor Legal |
| Level 1, 6 Thelma Street | |
| West Perth WA 6005 | |
Bankers |
National Australia Bank |
| 105 Miller Street | |
| North Sydney NSW 2060 | |
Stock exchange listing |
Applyflow Limited shares are listed on the Australian Securities Exchange (ASX code: |
| AFW) | |
Website |
www.applyflow.com |
Corporate Governance Statement |
The company's Corporate Governance Statement can be found on the company's |
| website: | |
| https://investors.applyflow.com/investor/corporate-governance/ |
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Applyflow Limited (Formerly known as Nvoi Ltd) Directors' report 31 December 2020
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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Applyflow Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2020.
Directors
The following persons were directors of Applyflow Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
John Winters Non-Executive Director (formerly Executive Director up to 31 July 2020) Steven Papadopoulos Non-Executive Director Philip Crutchfield Non-Executive Director and Chairman
Principal activities
During the financial half-year the principal activities of the consolidated entity consisted of the continued development of a single cloud-based software-as-a-service solution platform focusing on broader human resource management with an enhanced single offering to the recruitment market.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $1,424,289 (31 December 2019: $1,246,764).
Board and Management
On 31 July 2020, the role of John Winters as executive director of the company changed to that of non-executive director. On 26 August 2020, Raife Watson stood down as chief executive officer of the consolidated entity with immediate effect and Steve Butler was appointed as chief executive officer on that date.
Name change, new branding and ASX ticker
In November 2020, the company changed its name to 'Applyflow Limited' and ASX ticked changed to 'AFW'
New contracts
Two of the largest recruitment agencies in the world, Adecco and PERSOLKELLY, signed agreements with the company to power their recruitment websites and job board in multiple regions.
New platform launch
In December 2020, the company launched a new Applyflow platform expanding the company's offering. A growing list of significant enterprise recruitment agencies and SMBs went live on the new platform.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.
Matters subsequent to the end of the financial half-year
No matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
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Applyflow Limited (Formerly known as Nvoi Ltd) Directors' report 31 December 2020
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This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ John Winters Non-Executive Director
25 February 2021
3
Stantons International Audit and Consulting Pty Ltd trading as
PO Box 1908 West Perth WA 6872 Australia
Chartered Accountants and Consultants
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Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204
ABN: 84 144 581 519 www.stantons.com.au
25 February 2021
Board of Directors Applyflow Limited Level 5 126 Philip Street Sydney NSW 2000
Dear Directors
RE: APPLYFLOW LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Applyflow Limited.
As Audit Director for the review of the financial statements of Applyflow Limited for the six months ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(ii) any applicable code of professional conduct in relation to the review.
-
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LIMITED (Trading as Stantons International) (An Authorised Audit Company)
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Samir Tirodkar Director
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Liability limited by a scheme approved under Professional Standards Legislation
Applyflow Limited (Formerly known as Nvoi Ltd) Contents 31 December 2020
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| Applyflow Limited (Formerly known as Nvoi Ltd) Contents 31 December 2020 |
|
|---|---|
| Statement of profit or loss and other comprehensive income | 6 |
| Statement of financial position | 7 |
| Statement of changes in equity | 8 |
| Statement of cash flows | 9 |
| Notes to the financial statements | 10 |
| Directors' declaration | 24 |
| Independent auditor's review report to the members of Applyflow Limited | 25 |
General information
The financial statements cover Applyflow Limited as a consolidated entity consisting of Applyflow Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Applyflow Limited's functional and presentation currency. The functional currencies of the company's foreign subsidiaries are Pound Sterling ('GBP') and United States Dollar ('USD').
Applyflow Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
and principal place of business are: |
|
|---|---|
| Registered office | Principal place of business |
| Level 5 | Level 7 |
| 126 Phillip Street | 82-88 Elizabeth Street |
| Sydney NSW 2000 | Sydney NSW 2000 |
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 25 February 2021. The directors have the power to amend and reissue the financial statements.
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Applyflow Limited (Formerly known as Nvoi Ltd) Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020
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| Note Revenue 3 Other income 4 Expenses Administration costs 5 Employee benefits expense Amortisation expense Depreciation expense Share-based payment (expense) / write-back 17 Sales and marketing expense Occupancy costs Travel costs Development fee to related party Loss before income tax expense Income tax expense Loss after income tax expense for the half-year attributable to the owners of Applyflow Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income for the half-year, net of tax Total comprehensive loss for the half-year attributable to the owners of Applyflow Limited Basic loss per share 22 Diluted loss per share 22 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,378,881 673 60,930 44,299 (1,110,539) (286,011) (1,705,751) (315,682) (145,051) - (756) (1,978) 313,357 (543,354) (125,826) (3,055) (44,794) (30,000) (7,463) (75,366) - (36,290) (1,387,012) (1,246,764) (37,277) - (1,424,289) (1,246,764) 4,774 - 4,774 - (1,419,515) (1,246,764) Cents Cents (0.08) (0.11) (0.08) (0.11) |
|---|---|
| (1,387,012) (37,277) |
|
| (1,424,289) 4,774 |
|
| 4,774 | |
| (1,419,515) | |
| Cents (0.08) (0.08) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
6
Applyflow Limited (Formerly known as Nvoi Ltd) Statement of financial position As at 31 December 2020
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| Note Assets Current assets Cash and cash equivalents 6 Trade and other receivables 7 Other 8 Total current assets Non-current assets Property, plant and equipment Intangibles 9 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 10 Contract liabilities 11 Income tax Employee benefits Other 12 Total current liabilities Non-current liabilities Contract liabilities 13 Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital 14 Reserves 15 Accumulated losses Total equity |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 3,297,354 5,240,999 176,479 415,460 135,192 208,040 3,609,025 5,864,499 1,310 4,566 1,209,969 780,020 1,211,279 784,586 4,820,304 6,649,085 410,026 616,753 369,896 366,419 35,053 - 265,724 277,502 - 25,000 1,080,699 1,285,674 71,911 - 30,198 21,041 102,109 21,041 1,182,808 1,306,715 3,637,496 5,342,370 24,053,759 23,975,761 760,473 1,119,056 (21,176,736) (19,752,447) 3,637,496 5,342,370 |
|---|---|
| 3,609,025 | |
| 1,310 1,209,969 |
|
| 1,211,279 | |
| 4,820,304 | |
| 410,026 369,896 35,053 265,724 - |
|
| 1,080,699 | |
| 71,911 30,198 |
|
| 102,109 | |
| 1,182,808 | |
| 3,637,496 | |
| 24,053,759 760,473 (21,176,736) |
|
| 3,637,496 |
The above statement of financial position should be read in conjunction with the accompanying notes
7
Applyflow Limited (Formerly known as Nvoi Ltd) Statement of changes in equity For the half-year ended 31 December 2020
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| Consolidated Balance at 1 July 2019 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive loss for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Share-based payments (note 23) Balance at 31 December 2019 Consolidated Balance at 1 July 2020 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income/(loss) for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 14) Share-based payments (note 23) Balance at 31 December 2020 |
Issued capital $ 17,685,630 - - |
Reserves $ 198,091 - - |
Accumulated losses $ (16,241,555) (1,246,764) - |
Total equity $ 1,642,166 (1,246,764) - |
|---|---|---|---|---|
| - 4,511,043 - |
- - 543,354 |
(1,246,764) - - |
(1,246,764) 4,511,043 543,354 |
|
| 22,196,673 | 741,445 | (17,488,319) | 5,449,799 | |
| Issued capital $ 23,975,761 - - |
Reserves $ 1,119,056 - 4,774 |
Accumulated losses $ (19,752,447) (1,424,289) - |
Total equity $ 5,342,370 (1,424,289) 4,774 |
|
| - 27,998 50,000 |
4,774 - (363,357) |
(1,424,289) - - |
(1,419,515) 27,998 (313,357) |
|
| 24,053,759 | 760,473 | (21,176,736) | 3,637,496 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
8
Applyflow Limited (Formerly known as Nvoi Ltd) Statement of cash flows For the half-year ended 31 December 2020
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| Note Cash flows from operating activities Receipts from customers (inclusive of GST and VAT) Payments to suppliers and employees (inclusive of GST and VAT) Interest received COVID-19 cash flow boost Net cash (used in) operating activities 21 Cash flows from investing activities Payment for purchase of subsidiary, net of cash acquired 12 Payments for property, plant and equipment Payments for intangibles 9 Payments for security deposits Proceeds from release of security deposits Net cash (used in)/from investing activities Cash flows from financing activities Proceeds from issue of shares 14 Share issue transaction costs 14 Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial half-year |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,759,206 29,588 (3,191,028) (751,692) (1,431,822) (722,104) 7,925 7,685 53,869 - (1,370,028) (714,419) (25,000) - (2,937) (1,846) (575,000) - (18,769) - 15,306 8,771 (606,400) 6,925 29,920 4,612,500 (1,922) (101,457) 27,998 4,511,043 (1,948,430) 3,803,549 5,240,999 1,555,663 4,785 - 3,297,354 5,359,212 |
|---|---|
| (1,431,822) 7,925 53,869 |
|
| (1,370,028) | |
| (25,000) (2,937) (575,000) (18,769) 15,306 |
|
| (606,400) | |
| 29,920 (1,922) |
|
| 27,998 | |
| (1,948,430) 5,240,999 4,785 |
|
| 3,297,354 |
The above statement of cash flows should be read in conjunction with the accompanying notes
9
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 1. Significant accounting policies
These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The financial statements have been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The consolidated entity has incurred net losses after tax of $1,424,289 (2019: $1,246,764) and net cash outflows from operations of $1,370,028 (2019: $714,419) for the half-year ended 31 December 2020. Net tangible assets as at 31 December 2020 is $2,427,527 (30 June 2020 $4,562,350).
These conditions indicate a material uncertainty that may cast a significant doubt about the consolidated entity’s ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Based on the consolidated entity’s cash-flow forecasts, the directors are confident that the consolidated entity will be able to continue as a going concern.
Should the consolidated entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the consolidated entity not continue as a going concern.
Note 2. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into three geographical operating segments: Asia-Pacific (APAC); Europe, the Middle East and Africa (EMEA); and Americas. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
10
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 2. Operating segments (continued)
| Operating segment information Consolidated - 31 Dec 2020 Revenue Sales to external customers Total revenue EBITDA Depreciation and amortisation Interest revenue Profit/(loss) before income tax expense Income tax expense Loss after income tax expense Consolidated - 31 Dec 2019 Revenue Sales to external customers Total revenue EBITDA Depreciation and amortisation Interest revenue Loss before income tax expense Income tax expense Loss after income tax expense |
APAC $ 977,601 |
EMEA $ 228,249 |
AMERICAS $ 173,031 |
Total $ 1,378,881 |
|---|---|---|---|---|
| 977,601 | 228,249 | 173,031 | 1,378,881 | |
| (1,396,668) (145,616) 6,564 |
9,305 (191) - |
139,594 - - |
(1,247,769) (145,807) 6,564 |
|
| (1,535,720) | 9,114 | 139,594 | (1,387,012) (37,277) |
|
| APAC $ 673 |
EMEA $ - |
AMERICAS $ - |
||
| (1,424,289) | ||||
| Total $ 673 |
||||
| 673 | - | - | 673 | |
| (1,252,471) (1,978) 7,685 |
- - - |
- - - |
(1,252,471) (1,978) 7,685 |
|
| (1,246,764) | - | - | (1,246,764) - |
|
| (1,246,764) |
Note 3. Revenue
| Revenue from contracts with customers SaaS revenue Other revenue Revenue |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,208,601 673 170,280 - |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,208,601 673 170,280 - |
|---|---|---|
| 1,378,881 | 673 |
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Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 3. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
| Geographical regions APAC EMEA AMERICAS Timing of revenue recognition Services transferred over time |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 977,601 673 228,249 - 173,031 - 1,378,881 673 1,378,881 673 |
|---|---|
| 1,378,881 | |
| 1,378,881 |
Note 4. Other income
| R&D tax incentive grant COVID-19 cash flow boost Interest income Other income Other income Note 5. Administration costs Legal and due diligence expenses Subscriptions IT infrastructure Administration expenses |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ - 36,543 53,869 - 6,564 7,685 497 71 60,930 44,299 Consolidated 31 Dec 2020 31 Dec 2019 $ $ 39,062 28,133 151,037 8,860 259,871 - 660,569 249,018 1,110,539 286,011 |
|---|---|
| 1,110,539 |
Note 6. Current assets - cash and cash equivalents
| Cash at bank Cash on deposit |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 1,289,040 2,234,917 2,008,314 3,006,082 3,297,354 5,240,999 |
|---|---|
| 3,297,354 |
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Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 7. Current assets - trade and other receivables
| Trade receivables Less: Allowance for expected credit losses Customer deposits receivable from JXT administrator Customer deposits receivable from online payment systems GST receivable Other receivables Interest receivable |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 200,180 372,838 (84,043) (157,728) |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 200,180 372,838 (84,043) (157,728) |
|---|---|---|
| 116,137 | 215,110 |
|
| 20,720 1 38,464 758 399 |
132,762 896 56,838 8,094 1,760 |
|
| 176,479 | 415,460 |
Allowance for expected credit losses
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
| Consolidated 0 to 1 months overdue 1 to 2 months overdue 2 to 3 months overdue Over 3 months overdue Allowance for expected credit losses |
Carrying amount 31 Dec 2020 30 Jun 2020 $ $ 114,605 180,197 10,295 34,909 13,775 22,053 61,505 135,679 - - |
Carrying amount 31 Dec 2020 30 Jun 2020 $ $ 114,605 180,197 10,295 34,909 13,775 22,053 61,505 135,679 - - |
Allowance for expected credit losses 31 Dec 2020 30 Jun 2020 $ $ - - - - - - - - 84,043 157,728 |
Allowance for expected credit losses 31 Dec 2020 30 Jun 2020 $ $ - - - - - - - - 84,043 157,728 |
|---|---|---|---|---|
| 200,180 | 372,838 | 84,043 | 157,728 |
Movements in the allowance for expected credit losses are as follows:
| Movements in the allowance for expected credit losses are as follows: |
||
|---|---|---|
| Opening balance Additions through business combinations Receivables written off during the year as uncollectable Closing balance |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 157,728 - - 157,728 (73,685) - |
|
| 84,043 | 157,728 |
Note 8. Current assets - other
| Prepayments Security deposits |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 116,423 192,734 18,769 15,306 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 116,423 192,734 18,769 15,306 |
|---|---|---|
| 135,192 | 208,040 |
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Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 9. Non-current assets - intangibles
| Note 9. Non-current assets - intangibles |
||
|---|---|---|
| Nvoi Platform - at cost Less: Accumulated amortisation Workconex Platform - at cost Less: Accumulated amortisation Less: Impairment JXT Platform - at cost Less: Accumulated amortisation Applyflow Platform - at cost Less: Accumulated amortisation |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 2,030,472 2,030,472 (2,030,472) (2,030,472) |
|
| - | - | |
| 321,858 (53,643) (268,215) |
321,858 (53,643) (268,215) |
|
| - | - | |
| 802,306 (156,002) |
802,306 (22,286) |
|
| 646,304 | 780,020 |
|
| 575,000 (11,335) |
- - |
|
| 563,665 | - |
|
| 1,209,969 | 780,020 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Additions Amortisation expense Balance at 31 December 2020 |
Nvoi Platform $ - - - |
Workconex Platform $ - - - |
JXT Platform $ 780,020 - (133,716) |
Applyflow Platform $ - 575,000 (11,335) |
Total $ 780,020 575,000 (145,051) |
|---|---|---|---|---|---|
| - | - | 646,304 | 563,665 | 1,209,969 |
JXT Platform
The JXT Platform was acquired on the acquisition of JXT entities on 1 June 2020. The identification and fair value measurement of the assets and liabilities acquired are provisional and amendments may be made to these figures up to 12 months following the date of acquisition if new information is obtained about facts and circumstances that existed at the acquisition date and, if known, would have affected the measurement of the amounts recognised as of the date.
Applyflow Platform
The Board have considered it appropriate for consolidated entity to capitalise the development costs relating to the Applyflow Platform. The Applyflow Platform went live during December 2020 and development costs arising from 1 July 2020 have been capitalised and amortised on a straight-line basis over a 4 year period.
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Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 10. Current liabilities - trade and other payables
| Note 10. Current liabilities - trade and other payables |
|
|---|---|
| Trade payables Accrued expenses VAT payable Employee taxes payable Note 11. Current liabilities - contract liabilities Contract liabilities Current contract liabilities, per above Non-current contract liabilities, refer note 13 |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 217,855 334,060 103,000 124,354 39,312 82,829 49,859 75,510 410,026 616,753 Consolidated 31 Dec 2020 30 Jun 2020 $ $ 369,896 366,419 Consolidated 31 Dec 2020 30 Jun 2020 $ $ 369,896 366,419 71,911 - 441,807 366,419 |
| 441,807 |
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $441,807 as at 31 December 2020 ($366,419 as at 30 June 2020) and is expected to be recognised as revenue in future periods as follows:
| Within 6 months 6 to 12 months 12 to 18 months 18 to 24 months 24 to 36 months Unallocated until Website build complete |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 194,118 146,523 100,088 187,563 37,304 - 20,379 - 14,228 - 75,690 32,333 441,807 366,419 |
|---|---|
| 441,807 |
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Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 12. Current liabilities - other
| Deferred consideration Relates to purchase of JXT business Note 13. Non-current liabilities - contract liabilities Contract liabilities |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ - 25,000 Consolidated 31 Dec 2020 30 Jun 2020 $ $ 71,911 - |
|---|---|
Refer to note 11 for split between current and non-current contract liabilities and expected recognition as revenue in future periods.
Note 14. Equity - issued capital
| Note 14. Equity - issued capital |
|||||
|---|---|---|---|---|---|
| Consolidated 31 Dec 2020 30 Jun 2020 31 Dec 2020 Shares Shares $ Ordinary shares - fully paid 1,811,853,739 1,797,726,460 24,053,759 Movements in ordinary share capital Details Date Shares Issue price Balance 1 July 2020 1,797,726,460 Options exercised and converted to Ordinary - fully paid shares 27 October 2020 8,800,000 $0.0034 Equity share based payment to employee as part of performance remuneration 31 December 2020 5,327,279 $0.0094 Share issue costs - Balance 31 December 2020 1,811,853,739 Movements in options Details Date Options Balance 1 July 2020 284,237,653 Unlisted tranche 1 Performance Options issued to CareerOne Pty Limited cancelled 31 December 2020 (33,333,333) Unlisted Employee Options cancelled 26 August 2020 (20,000,000) Unlisted Options exercised 27 October 2020 (8,800,000) Unlisted Remuneration Options issued to CEO 27 August 2020 10,000,000 Unlisted Remuneration Options issued to employees 17 November 2020 10,000,000 Balance 31 December 2020 242,104,320 |
31 Dec 2020 Shares 1,811,853,739 |
Consolidated 30 Jun 2020 31 Dec 2020 Shares $ 1,797,726,460 24,053,759 |
30 Jun 2020 $ 23,975,761 $ 23,975,761 29,920 50,000 (1,922) 24,053,759 |
||
| Shares 1,797,726,460 8,800,000 5,327,279 - |
Issue price $0.0034 $0.0094 Options 284,237,653 (33,333,333) (20,000,000) (8,800,000) 10,000,000 10,000,000 242,104,320 |
||||
| 1,811,853,739 |
16
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 14. Equity - issued capital (continued)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Note 15. Equity - reserves
| Note 15. Equity - reserves |
||
|---|---|---|
| Foreign currency reserve Share-based payments reserve |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 3,706 (1,068) 756,767 1,120,124 |
|
| 760,473 | 1,119,056 |
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars and exchange differences in intercompany loans. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Foreign currency translation Share-based payment options amortised during the period Share based payments options written-back during the period Share based payments for employee equity incentive shares amortised during the period Balance at 31 December 2020 |
Foreign currency reserve $ (1,068) 4,774 - - - |
Share-based payments reserve $ 1,120,124 - 45,635 (426,389) 17,397 |
|---|---|---|
| 3,706 | 756,767 |
Note 16. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial half-year.
17
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 17. Share-based payments
A share option plan has been established by the consolidated entity and approved by shareholders at a general meeting, whereby the consolidated entity may, at the discretion of the Nomination and Remuneration Committee, grant options over ordinary shares in the company to certain key management personnel of the consolidated entity. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the Board.
Options issued as part of share based payments and outstanding at the end of the financial period have the following expiry date and exercise prices:
| Option Class Unlisted Director Options, issued as part of share-based compensation for remuneration Vested on 18 June 2019. Expiring on 30 November 2022. Unlisted Performance Options, issued to CareerOne Pty Limited Vesting in two remaining tranches upon attainment of performance milestones as set out in the AGM Notice of Meeting dated 30 October 2019: 33,333,333 vesting on 31 Dec 2021 33,333,334 vesting on 31 Dec 2022 Each tranche of options shall expire 12 months from date of vesting. Unlisted Director Options, issued as part of share-based compensation for remuneration Vested on 29 November 2019. Expiring on 30 November 2024. Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 22 January 2021. Expiring on 30 November 2024. Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 15 February 2021. Expiring on 28 February 2023. Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 27 August 2021. Expiring on 30 November 2024. Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 17 November 2021. Expiring on 17 November 2023. Share based payment expense (write-back) Amortisation of share based payment options based on vesting conditions above Cancelled and non-vested Employee share based options Cancelled and non-vested CareerOne Pty Limited Tranche 1 performance share options Reversal of previously amortised and non-vested CareerOne Pty Limited Tranche 2 and Tranche 3 performance share options(1) Amortisation of share based payments for employee equity incentive shares, non-vested Share based payment for employee equity incentive shares issued during the period |
Exercise Price Balance $0.0300 10,000,000 $0.0100 66,666,667 $0.0206 45,000,000 $0.0206 2,500,000 $0.0200 3,000,000 $0.0206 10,000,000 $0.0200 10,000,000 147,166,667 Consolidated 31 Dec 2020 31 Dec 2019 45,635 543,354 (59,963) - (183,497) - (182,929) - 17,397 - 50,000 - (313,357) 543,354 |
|---|---|
| (313,357) |
18
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 17. Share-based payments (continued)
(1) Management have re-assessed the probability of the CareerOne Pty Limited Tranche 2 and Tranche 3 performance options to be 0% as at 31 December 2020. This reversal reflects the Tranche 2 and Tranche 3 amounts previously amortised.
Refer to note 23 for details on valuation model inputs to determine fair value.
Note 18. Commitments and contingent liabilities
| Note 18. Commitments and contingent liabilities |
|
|---|---|
| Capital commitments Committed at the reporting date but not recognised as liabilities, payable: Intangible assets* Lease commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year |
Consolidated 31 Dec 2020 30 Jun 2020 $ $ 200,000 - 45,500 - |
| 45,500 |
- Amounts payable to CareerOne Pty Limited for phase 2 of the Applyflow Platform.
The consolidated entity had no contingent liabilities as at 31 December 2020.
Note 19. Related party transactions
Parent entity Applyflow Limited is the parent entity. Transactions with related parties
The following transactions occurred with related parties:
| Transactions with related parties The following transactions occurred with related parties: |
||||
|---|---|---|---|---|
| Consolidated | ||||
| 31 Dec | 2020 31 Dec | 2019 | ||
| $ | $ | |||
| Payment for goods and services: | ||||
| Legal fees, paid to Milcor Legal Pty Ltd, to a company associated with Steven | ||||
| Papadopoulos* | 129,989 | 18,875 | ||
| Rent expense, paid to Superhero Markets Pty Ltd, a company associated with John Winters | - | 40,000 | ||
| Purchase of second hand office equipment, paid to Superhero Super Pty Ltd, a company | ||||
| associated with John Winters | 2,937 | - | ||
| Development fee, paid to CareerOne Pty Limited, a company associated with John Winters** | - | 36,290 | ||
Receivable from and payable to related parties |
||||
| The following balances are outstanding at the reporting date in relation to transactions with related parties: | ||||
| Consolidated | ||||
| 31 Dec | 2020 30 Jun | 2020 | ||
| $ | $ | |||
| Current payables: | ||||
| Legal fees, payable to Milcor Legal Pty Ltd, to a company associated with Steven | ||||
| Papadopoulos | - | 100,504 | ||
| Development fee, payable to CareerOne Pty Limited, a company associated with John | ||||
| Winters** |
- | 25,000 |
19
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 19. Related party transactions (continued)
-
$29,485 relates to legal expenses incurred in the 6 months to 31 December 2020; $100,504 relates to legal expenses incurred in the prior year ended 30 June 2020 which was recorded as a related party payable as at 30 June 2020.
-
** CareerOne Pty Limited ceased being a related party, John Winters resigned as a director of CareerOne Pty Limited in May 2020.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 20. Events after the reporting period
No matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Note 21. Reconciliation of loss after income tax to net cash (used in) operating activities
| Loss after income tax expense for the half-year Adjustments for: Depreciation and amortisation Net loss on disposal of non-current assets Share-based payments Change in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in prepayments Increase/(decrease) in trade and other payables Increase in provision for income tax Increase/(decrease) in employee benefits Increase in other operating liabilities Net cash (used in) operating activities |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ (1,424,289) (1,246,764) 145,807 1,978 5,426 - (313,357) 543,354 238,981 (51,171) 76,311 (53,453) (206,727) 86,925 35,053 - (2,621) 4,712 75,388 - (1,370,028) (714,419) |
|---|---|
| (1,370,028) |
20
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 22. Earnings per share
| Note 22. Earnings per share |
||
|---|---|---|
| Loss after income tax attributable to the owners of Applyflow Limited Basic loss per share Diluted loss per share Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ (1,424,289) (1,246,764) |
|
| Cents (0.08) (0.08) Number 1,800,911,934 |
Cents (0.11) (0.11) Number 1,164,224,622 |
|
| 1,800,911,934 | 1,164,224,622 |
Note 23. Options
Options outstanding at the end of the financial period have the following expiry date and exercise prices:
21
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 23. Options (continued)
| Note 23. Options (continued) |
|
|---|---|
| Option Class Exercise Price Unlisted Director Options, issued as part of share-based compensation for remuneration Vested on 18 June 2019. Expiring on 30 November 2022. $0.0300 Unlisted Options (these options were free attaching granted on 1:1 basis to shareholders of the placement complete on 8 March 2019) Vested on 18 June 2019. Expiring on 30 November 2024. $0.0034 Unlisted Performance Options, issued to CareerOne Pty Limited Vesting in two remaining tranches upon attainment of performance milestones as set out in the AGM Notice of Meeting dated 30 October 2019: 33,333,333 vesting on 31 Dec 2021 33,333,334 vesting on 31 Dec 2022 Each tranche of options shall expire 12 months from date of vesting. $0.0100 Unlisted Director Options, issued as part of share-based compensation for remuneration Vested on 29 November 2019. Expiring on 30 November 2024. $0.0206 Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 22 January 2021. Expiring on 30 November 2024. $0.0206 Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 15 February 2021. Expiring on 28 February 2023. $0.0200 Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 27 August 2021. Expiring on 30 November 2024. $0.0206 Unlisted Employee Options, issued as part of share-based compensation for remuneration Vesting on 17 November 2021. Expiring on 17 November 2023. $0.0200 Set out below are summaries of option movements during the financial half-year: |
Balance 10,000,000 94,937,653 66,666,667 45,000,000 2,500,000 3,000,000 10,000,000 10,000,000 |
| 242,104,320 | |
| Outstanding at the beginning of the financial half-year Granted Forfeited Exercised Outstanding at the end of the financial half-year Exercisable at the end of the financial half-year |
Number of options Weighted average exercise price 31 Dec 2020 31 Dec 2020 284,237,653 $0.0100 20,000,000 $0.0203 (53,333,333) $0.0140 (8,800,000) $0.0034 242,104,320 $0.0102 149,937,653 $0.0085 |
Number of options Weighted average exercise price 31 Dec 2019 31 Dec 2019 117,237,653 $0.0054 145,000,000 $0.0133 - $0.0000 - $0.0000 262,237,653 $0.0097 158,737,653 $0.0083 |
|---|---|---|
22
Applyflow Limited (Formerly known as Nvoi Ltd) Notes to the financial statements 31 December 2020
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Note 23. Options (continued)
For the options granted during the current financial half-year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | at grant date | price | volatility | yield | interest rate | at grant date |
| 27/08/2020 | 30/11/2024 | $0.0100 | $0.0206 | 100.0000% | - | 0.3005% | $0.0058 |
| 17/11/2020 |
17/11/2023 | $0.0090 | $0.0200 | 100.0000% | - | 0.1201% | $0.0041 |
23
Applyflow Limited (Formerly known as Nvoi Ltd) Directors' declaration 31 December 2020
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In the directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and
-
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ John Winters Non-Executive Director
25 February 2021
24
Stantons International Audit and Consulting Pty Ltd trading as
PO Box 1908 West Perth WA 6872 Australia
Chartered Accountants and Consultants
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Level 2, 1 Walker Avenue West Perth WA 6005 Australia Tel: +61 8 9481 3188 Fax: +61 8 9321 1204
ABN: 84 144 581 519 www.stantons.com.au
INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Applyflow Limited
Report on the Half-Year Financial Report
Conclusion
We have reviewed the half-year financial report of Applyflow Limited, which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Applyflow Limited does not comply with the Corporations Act 2001 including:
-
(a) giving a true and fair view of the Applyflow Limited financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 has been given to the directors of the Company on 25 February 2021.
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Liability limited by a scheme approved under Professional Standards Legislation
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Responsibility of the Directors for the Financial Report
The directors of the Applyflow Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility for the Review of the Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Company’s financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International) (An Authorised Audit Company)
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Samir Tirodkar
Director
West Perth, Western Australia
25 February 2021