Ascension Capital – Half Year Report

Ascension Capital Limited
(formerly TRS Investments Limited)


Condensed Interim Financial Statements


For the six months ended 30 September 2020

Ascension Capital Limited (formerly TRS Investments Limited)
Interim Financial Statements
For the six months ended 30 September 2020



1
Contents

Letter from the Chair 2
Statement of Comprehensive Income 3
Statement of Changes in Equity 4
Statement of Financial Position 5
Statement of Cash Flows 6
Notes to the Financial Statements 7
Company Directory 12

Ascension Capital Limited (formerly TRS Investments Limited)
Letter from the Chair
For the six months ended 30 September 2020



2


26 November 2020


Dear Shareholder,

During the course of the half year:
• the Company changed its name from TRS Investments Limited to Ascension Capital Limited
(“Ascension” or “the Company”), and also changed its ticker code from “TRS” to “ACE”.
• Sean Joyce and Roger Gower were appointed as directors of the Company, and Joe van Wijk
resigned.
• the Company issued 333,177,621 new ordinary fully paid shares at an issue price of $0.00025 per
share. The capital raising initiative raised $83,295 of new capital for the Company. Subsequent to 30
September 2020 the Company raised a further $62,250 in capital through the issue of 249,000,000
ordinary shares.
• the Company received notice that the interest of HuaHan International Holdings (Hong Kong) Co
Limited (as lender) in the Loan Facility Agreement with the Company (as borrower), which facility has a
principal sum owing of $359,910, has been assigned to Excalibur Capital Partners Limited. Excalibur
Capital Partners Limited is a substantial shareholder in Ascension and is controlled by S Joyce (a non-
executive director of Ascension).
The focus of the Board is to identify a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction. Currently, there are no initiatives being investigated, but the Company will
provide the market with any updates as to material developments in due course.
The financial result for the Group for the six months ended 30 September 2020 is a loss after taxation of
NZ$69,825, made up of directors’ fees paid to the retired director, NZX listing costs, legal and accounting
costs.

Yours sincerely



Keith Jackson
Chair

Ascension Capital Limited (formerly TRS Investments Limited)
Statement of Comprehensive Income
For the six months ended 30 September 2020


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

3




6 mths ended
6 mths ended
30 Sep 2020
30 Sep 2019
(unaudited)
(unaudited)
Note
NZ$
NZ$
Operating revenue
-
-
Interest income
220
1,285
Operating expenses
3
(70,045)
(20,368)
Operating loss before tax
(69,825)
(19,083)
Tax expense
-
-
Net loss for the period
(69,825)
(19,083)
Other comprehensive income
Other comprehensive income for the period, net of tax
-
-
Total comprehensive loss for the period attributable to shareholders
(69,825)
(19,083)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)
5
(0.0000471)
(0.0000147)

Ascension Capital Limited (formerly TRS Investments Limited)
Statement of Changes in Equity
For the six months ended 30 September 2020


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

4






Share
Accumulated
Total
capital
losses
equity
NZ$
NZ$
NZ$
Balance at 1 April 2019 (audited)
15,806,000
(16,399,990)
(593,990)
Ordinary shares issued
120,000
-
120,000
Loss attributable to shareholders
-
(19,083)
(19,083)
Balance at 30 September 2019 (unaudited)
15,926,000
(16,419,073)
(493,073)
Balance at 1 April 2020 (audited)
15,926,000
(16,385,055)
(459,055)
Ordinary shares issued
83,295
-
83,295
Loss attributable to shareholders
-
(69,825)
(69,825)
Balance at 30 September 2020 (unaudited)
16,009,295
(16,454,880)
(445,585)

Ascension Capital Limited (formerly TRS Investments Limited)
Statement of Financial Position
As at 30 September 2020


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

5






For and on behalf of the Board:




Director Director

Dated: 26 November 2020

30 Sep 2020
31 Mar 2020
(unaudited)
(audited)
Note
NZ$
NZ$
ASSETS
Current assets
Cash and cash equivalents
15,629


15,679


Prepayments
12,300


4,100


Taxation receivable
-
276


Term deposit - NZX bond
7
20,459


20,238


Total current assets
48,388


40,293


LIABILITIES
Current liabilities
Trade payables
11,651


23,439


Sundry payables and accruals
52,412


16,000


Payables to directors
70,000


100,000


Related party advances (unsecured)
8
359,910


359,910


Total current liabilities
493,973


499,349


Total liabilities
493,973


499,349


Net assets (liabilities)
(445,585)
(459,056)
EQUITY
Share capital
9
16,009,295


15,926,000


Accumulated losses
(16,454,880)
(16,385,056)
Total equity
(445,585)
(459,056)

Ascension Capital Limited (formerly TRS Investments Limited)
Statement of Cash Flows
For the six months ended 30 September 2020


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

6



6 mths ended
6 mths ended
30 Sep 2020
30 Sep 2019
(unaudited)
(unaudited)
Note
NZ$
NZ$
Cash flows from operating activities
Interest received
-
1,000
Payments to suppliers
(83,621)
802
Income tax refunded (paid)
276
-
Net cash flows from operating activities
10
(83,345)
1,802
Cash flow from investing activities
Proceeds from term deposits
-
(20,000)
Net cash flows from investing activities
-
(20,000)
Cash flow from financing activities
Borrowings
-
10,178
Cash proceeds from issue of shares
83,295
-
Net cash flows from financing activities
83,295
10,178
Net decrease in cash and cash equivalents
(50)
(8,020)
Cash and cash equivalents at the beginning of the period
15,679
11,021
Cash and cash equivalents at the end of the period
15,629
3,001

Ascension Capital Limited (formerly TRS Investments Limited)
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2020

7
1. General information
These unaudited interim financial statements are for Ascension Capital Limited (previously called TRS
Investments Limited) (“Ascension” or “the Company”).
Ascension Capital Limited, is a limited liability company incorporated and domiciled in New Zealand. Its
registered office is at c/- Duncan Cotterill Lawyers, Level 2, Tower Building, 50 Customhouse Quay,
Wellington 6143.
The Company is currently non trading. There are no seasonal or cyclical influences on these interim
results.

2. Summary of Significant Accounting Policies
2.1. Basis of preparation
These unaudited interim financial statements for the six months ended 30 September 2020 have been
prepared in accordance New Zealand Generally Accepted Accounting Practice (“NZ GAAP”), with New
Zealand Equivalent to International Accounting Standard 34: Interim Financial Reporting (“NZ IAS 34”)
and with International Accounting Standard 34: Interim Financial Reporting (“IAS 34”).
Ascension Capital is a company registered under the Companies Act 1993 and is an FMC reporting entity
under the Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. These financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
The interim financial statements do not include all of the notes of the type normally included in an annual
financial report. Accordingly, this report should be read in conjunction with the financial statements
included in the annual report for the year ended 31 March 2020 which have been prepared in accordance
with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and
International Financial Reporting Standards (“IFRS”).
The interim financial statements are presented in New Zealand dollars.
The interim financial statements are unaudited. The comparative information as at 31 March 2020 is
audited.

2.2. Going concern
The Company incurred a net loss of $69,825 for the six months ended 30 September 2020 (six months
ended 30 September 2019: net loss $19,083) and generated negative operating cash flows of $50 (six
months ended 30 September 2019: $8,020 negative). As at 30 September 2020 the Company has
reported net liabilities of $445,585 (31 March 2020: $459,056 negative).
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments from
its creditors, that will enable it to meet its financial obligations for the foreseeable future.
On 20 July 2018, the Company signed an agreement with HuaHan International Holdings (Hong Kong)
Co. Ltd (“HuaHan”) for the full settlement of a working capital facility (Loan Facility) liability of $360,000 in
exchange for the issue of 30,000,000 ordinary shares to HuaHan and the payment of $300,000. This
agreement recognised that this settlement required shareholder approval, and the agreement stipulated
that this settlement was to be voted on by shareholders at the time that a new transaction (such as a
back-door listing transaction) was brought to the shareholders for approval. The settlement agreement
also stated that some time after the new transaction was completed; a Share Purchase Plan would be
conducted, on a best endeavours basis, to raise the $300,000 cash portion of the settlement.

Ascension Capital Limited (formerly TRS Investments Limited)
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2020

8
During the six months ended 30 September 2020, the Company received notice that HuaHan had
assigned its interests in the Loan Facility agreement to Excalibur Capital Partners Limited (“Excalibur”).
Excalibur is a substantial shareholder in Ascension and is controlled by S Joyce (a non-executive director
of Ascension). As at 30 September 2020 the total liability payable under this facility is $359,910 (31 March
2020: $359,910) and is shown as related party advances in the statement of financial position.
Excalibur has agreed to not make demand on repayment of this facility for at least the next 12 months and
after that time, will only seek repayment once the Company is solvent and able to make such payment
while remaining solvent.
Excalibur has also expressed a willingness to convert all or part of the debt into ordinary shares at some
stage in the future.
As at 30 September 2020 the Company had $15,629 in cash and cash equivalents to settle trade
payables of $11,651 and sundry payables and accruals of $52,412. Aside from a $20,459 term deposit
that earns interest, the Company has no income earning assets from which to derive revenue that may
enable the Company to settle its obligations until it is able to obtain cash through the sale of further equity
or a new business transaction.
The directors have agreed to forego payment of directors’ fees until such time as the Company has
sufficient funds to make such payments.
On 13 November 2020 the Company raised $62,250 through the issue of 249,000,000 ordinary shares.
These funds will be used to satisfy ongoing and immediate working capital requirements.
Furthermore, Excalibur has confirmed that it will provide reasonable financial support, if required, to the
Company so as to ensure that the Company meets its obligations under the solvency test at section 4 of
the Companies Act 1993 for the 12 month period to November 2021.
The focus of the board is to identify a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction.
The Board of Directors acknowledge that there are material uncertainties with respect to the going
concern assumption. In the event that the cash flows from the share subscription are not sufficient to fund
the operating expenses, or the Group is unable to identify a suitable business opportunity to invest in
and/or acquire, this would give rise to a material uncertainty in relation to the Company’s ability to continue
as a going concern. If the going concern assumption is not valid, the Company may be unable to realise
its assets and discharge its liabilities in the normal course of business. The financial statements do not
include any adjustments that may need to be made should the Company no longer continue to be a going
concern.

2.3. Accounting policies
The interim financial statements have been prepared using the same accounting policies and methods of
computation detailed in the audited financial statements for the year ended 31 March 2020. For details of
the accounting policies please refer to the 2020 Annual Report.


These unaudited interim financial statements have been approved for issue by the Board of Directors on
26 November 2020.

Ascension Capital Limited (formerly TRS Investments Limited)
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2020

9
3. Operating expenses


4. Segment reporting
The Company operates in one business and geographical segment in New Zealand. One segment has
therefore been identified by the Directors. The Statement of Comprehensive Income and Statement of
Financial Position represent the Company’s one segment.

5. Earnings per share



6 mths ended
6 mths ended
30 Sep 2020
30 Sep 2019
(unaudited)
(unaudited)
NZ$
NZ$
Directors' fees
(30,000)
-
NZX fees
(16,249)
(12,300)
Legal fees
(1,199)
(1,615)
Audit fees
(8,500)
(320)
Other expenses
(14,097)
(6,133)
(70,045)
(20,368)

Ascension Capital Limited (formerly TRS Investments Limited)
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2020

10
6. Net tangible asset backing


Net tangible assets are calculated as total assets minus intangible assets, and less all liabilities.

7. Term deposit – NZX bond
The term deposit with ANZ has been placed in favour of the New Zealand Stock Exchange. The term
deposit is not highly liquid and does not form part of the day-to-day cash management. The interest rate
on the term deposit is 1.30%.

8. Related party advances
In the six months to 30 September 2020 the working capital facility with HuaHan International Holdings
(Hong Kong) Co. Ltd (“HuaHan”) of $359,910 was assigned to Excalibur Capital Partners Limited, of which
S Joyce is a director and shareholder. No interest is accruing on the liability.

9. Share capital




30 Sep 2020
31 Mar 2020
(unaudited)
(audited)
Net tangible assets (liabilities) (NZ$)
(445,585)
(459,056)
Issued shares at balance date
1,665,888,105


1,332,710,484


Net tangible assets (liabilities) per share (NZ$)
(0.00027)
(0.00034)
No. of shares
NZ$
Ordinary shares at 1 April 2019
1,212,710,484
15,806,000


Ordinary shares issued during the period
120,000,000


120,000


Ordinary shares as at 30 September 2019
1,332,710,484
15,926,000


Ordinary shares at 1 April 2020
1,332,710,484
15,926,000


Ordinary shares issued during the period
333,177,621


83,295


Ordinary shares as 30 September 2020
1,665,888,105
16,009,295

Ascension Capital Limited (formerly TRS Investments Limited)
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2020

11
10. Reconciliation of loss after taxation with cash flow from operating activities


11. Contingent liabilities
There are no contingent liabilities as at 30 September 2020 (30 September 2019: nil).

12. Commitments
There are no commitments as at 30 September 2020 (30 September 2019: nil)

13. Events subsequent to interim reporting date
On 13 November 2020 the Company issued 249,000,000 new ordinary fully paid shares at an issue price
of $0.00025 per share, for an aggregate capital raise of $62,250.
There have been no other significant events after reporting date.

6 mths ended
6 mths ended
30 Sep 2020
30 Sep 2019
(unaudited)
(unaudited)
NZ$
NZ$
Net loss after taxation
(69,825)
(19,083)
Adjustments for:
Interest on term deposits
(220)
-
Movements in working capital
(Increase) / decrease in prepayments
(8,200)
(6,346)
(Decrease) / increase in trade payables
(11,788)
(82,679)
Increase / (decrease) in sundry payables and accruals
36,412
-
Increase / (decrease) in payables to directors
(30,000)
-
(Increase) / decrease in related party advances
-
109,910
Decrease / (increase) in taxation receivable
276
-
Net cash outflows from operating activities
(83,345)
1,802

Ascension Capital Limited (formerly TRS Investments Limited)
Company Directory


12

Company Number:
1009777

Incorporated
21 January 2000

Directors
J Cilliers
R H Gower
G K Jackson
S Joyce

Registered Office
c/- Duncan Cotterill Lawyers
Level 2, Tower Building
50 Customhouse Quay
Wellington 6143

Bankers
ANZ Bank Ltd
23-29 Albert Street
Auckland 1010

Auditor
BDO Wellington Audit Ltd
Level 1, Tower Building
50 Customhouse Quay
Wellington 6143

Share Registry
Computershare Investor Services Ltd
Level 2, 159 Hurstmere Road
Takapuna
Ph: +64 9 488 8777

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1
Ascension Capital Limited

Ascension Capital Limited (NZX: ACE)

The Board of Ascension Capital Limited (NZX: ACE) has today announced the unaudited half-year
financial results of the business for the six months ended 30 September 2020 (HY2021).

Half year results announcement for the six months ended 30 September 2020

Results for announcement to the market
Name of issuer Ascension Capital Limited (NZX: ACE)
Reporting Period 6 months to 30 September 2020
Previous Reporting Period 6 months to 30 September 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- (83)%
Total Revenue $- (83)%
Net profit/(loss) from
continuing operations
$(70) 266%
Total net profit/(loss) $(70) 266%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.00027)
(as at 30 September 2020)
$(0.00034)
(as at 31 March 2020)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the unaudited interim financial statements that accompany
this announcement.
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce

2
Contact person for this
announcement
Sean Joyce
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 26 November 2020

Unaudited financial statements accompany this announcement.