Half year results

Name of issuer
Reporting Period
Previous Reporting Period
Currency
Amount (000s)
Revenue from continuing operations$3
Total Revenue$3
Net profit/(loss) from continuing operations -$101
Total net profit/(loss) -$101
Amount per Quoted Equity Security
Imputed amount per Quoted Equity Security
Record Date
Dividend Payment Date
Prior comparable period
Net tangible assets per Quoted Equity Security $(0.0002)
A brief explanation of any of the figures above necessary to
enable the figures to be understood
Name of person authorised to make this announcement
Contact person for this announcement
Contact phone number
Contact email address
Date of release through MAP
Sean Joyce
021 865 704
sean@corporate-counsel.co.nz
29/11/2022
Current period
$0.0002
This announcement is extracted from BGI's
unaudited interim financial statements for the six
month ended 30 September 2022. A copy of these
unaudited interim financial statements is attached to
this announcement.
Authority for this announcement
Sean Joyce
Interim/Final Dividend
It is not proposed to pay a dividend
Not applicable
Not applicable
Not applicable
Percentage change
-92.1%
-92.1%
53.1%
53.1%
Results for announcement to the market
Blackwell Global Holdings Limited
6 months to 30 September 2022
6 months to 30 September 2021
NZD

---

1


Blackwell Global Holdings Limited

Interim Financial Result
For the 6 months ended 30 September 2022








CONTENTS

Page

Chairman’s Report 2
Interim Consolidated Statement of Comprehensive Income 3
Interim Consolidated Statement of Changes in Equity 4
Interim Consolidated Statement of Financial Position 5
Interim Consolidated Statement of Cash Flows 6
Reconciliation of Net Operating Cash Flows to Net Loss After Tax 7
Condensed Notes to the Interim Financial Statements 8
Company Directory 16

CHAIRMAN’S REPORT
BLACKWELL GLOBAL HOLDINGS LIMITED
For the six months ended 30 September 2022
2

Dear Shareholders
During the course of the first six months of the financial year ending 31 March 2023, BGI’s independent directors
and its major shareholder Blackwell Global Group Limited (BGGL) agreed that, subject to shareholder approval:

1. BGGL would extend the maturity date of the Bonds it held in BGI to 31 December 2023, and would
not call for a repayment of the Bonds prior to that date except in a liquidation of BGI or through the
Bond Capitalisation referred to below (the Bond Extension); and

2. BGGL agreed to capitalise $450,000 of the Bonds at an issue price of NZ$0.0045 per new share (for
an issue of 100,000,000 new fully paid ordinary shares in BGI) (the Bond Capitalisation) (the Bond
Extension and the Bond Capitalisation, together the Bond Transaction).

The Bond Capitalisation was approved by BGI shareholders on 22 September, and was completed on 19
October.

Following completion of the Bond Transaction there is $550,000 of Bonds that remain outstanding with a maturity
date of 31 December 2023.

During the course of the half year period, the focus of the Board has been to continue to seek to identify a suitable
business opportunity to invest in and/or acquire through a reverse takeover (“RTO”) transaction. Currently, there
are no new RTO initiatives being actively investigated, but the Board will update the market with any material
developments as they may arise.

We thank you for your continued patience and support and look forward to working hard to ultimately provide you
with an RTO transaction proposal to consider during the 2023 calendar year.


Yours sincerely


Sean Joyce
Chairman
29 November 2022

Interim Consolidated Statement of Comprehensive Income
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

3




6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

Notes
$
$ $



Revenue



Interest and fee income 5
2,668
33,768 39,223
Other income 5
-
- 14,518



Total Income

2,668
33,768 53,740



Expenses



Directors' fees 13
(69,000)
(69,000) (138,000)
Interest expense 10
55,282
(25,125) (126,444)
Other operating expenses 6
(90,166)
(155,331) (244,379)



Total expenses

(103,883)
(249,456) (508,823)



Loss before income tax

(101,215)
(215,688) (455,083)



Income tax benefit/(expense)
-
- -



Net profit/(loss) after tax

(101,215)
(215,688) (455,083)



Total comprehensive loss for the
period

(101,215)
(215,688) (455,083)




Attributable to:



Owners of the parent company
(101,215)
(215,688) (455,083)





Earnings/(loss) per share




Basic (loss) per share (cents per share): 7
(0.02)
(0.04) (0.09)
Diluted (loss) per share (cents per share): 7
(0.02)
(0.04) (0.09)











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.

Interim Consolidated Statement of Changes in Equity
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

4


Notes Share Contributed Accumulated Total


Capital Capital Losses Equity

$ $ $ $

Balance at 1 April 2021 (audited)
12,606,377 407,606 (12,823,219) 190,763


Loss for the period - - (215,688) (215,688)
Contributed capital on bonds - (51,640) (51,640)
Total comprehensive loss for the period - (51,640) (215,688) (267,328)

Balance at 30 September 2021
(unaudited)

12,606,377 355,966 (13,038,907) (76,564)




Balance at 1 April 2021 (audited)
12,606,377 407,606 (12,823,219) 190,763


Loss for the year - - (455,083) (455,083)
Total comprehensive loss for the year - - (455,083) (455,083)

Issue of ordinary shares, net of
transaction costs 9 495,302 - - 495,302


Balance at 31 March 2022 (audited)

13,101,679 407,606 (13,278,302) 230,983




Balance at 1 April 2022 (audited)

13,101,679 407,606 (13,278,302) 230,983



Loss for the period - - (101,215) (101,215)
Total comprehensive loss for the period - - (101,215) (101,215)


Balance at 30 September 2022
(unaudited)

13,101,679 407,606 (13,379,517) 129,768










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.

Interim Consolidated Statement of Financial Position
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

5

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

Notes
$
$ $



Current assets

Cash and cash equivalents

1,001,223
152,433 148,294
Prepayments and other receivables
26,863
47,076 14,471
Short term investments
-
1,200,000 1,000,000
Total current assets 1,028,086
1,399,509 1,162,765



Non-current assets



Prepayments and other receivables
75,000
75,000 75,000
Property, plant and equipment
1,567
3,135 2,090
Total non-current assets 76,567
78,135 77,090




Total assets

1,104,653
1,477,644 1,239,855




Current liabilities



Trade and other payables
35,573
19,292 5,221
Accruals, provisions and other liabilities
9,056
99,056 18,113
Borrowings 10
388,002
- 985,538
Total current liabilities

432,631
118,349 1,008,872




Non-current liabilities



Borrowings 10
542,254
1,435,859 -
Total non-current liabilities

542,254
1,435,859 -




Total liabilities

974,885
1,554,208 1,008,872




Net assets

129,768
(76,564) 230,983







Total equity

129,768
(76,564) 230,983




Net tangible assets per share (cents per
share): 8
0.02

(0.02) 0.04




For and on behalf of the Board:


Director Director

Dated: 29 November 2022


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.

Interim Consolidated Statement of Cash Flows
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

6



6 mths
ended
6 mths ended 12 mths
ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

Notes
$
$ $



Cash flows from operating activities



Interest received

7,340
22,520 26,203
Lending, credit fees and other income received

-
65 65
Income taxes refunded

51
- -
Net advances in loan receivables

-
648,589 648,589
Operating inflows

7,390
671,174 674,857




Payments to suppliers and employees

(154,462)
(289,191) (497,013)
Interest paid

-
(50,721) (50,721)
Operating outflows

(154,462) (339,912) (547,733)




Net cash from / (used in) operating activities

(147,072) 331,262 127,124








Cash flows used in investing activities



Proceeds from short term Investments


1,000,000
300,000

500,000
Payment to short term Investments

-
(1,500,000) (1,500,000)
Net cash from / (used in) investing activities
12
1,000,000
(1,200,000) (1,000,000)








Cash flows used in financing activities



Proceeds from borrowings 10
-
34,500 34,500
Payment of borrowings 10
-
(1,000,000) (1,000,000)
Net cash from / (used in) financing activities

-
(965,500) (965,500)




Net increase in cash and cash equivalents

852,928
(1,834,238) (1,838,377)
Cash and cash equivalents at the beginning of the
period

148,294

1,986,671

1,986,671
Cash and cash equivalents at the end of the
period


1,001,223

152,433 148,294














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.

Reconciliation of Net Operating Cash Flows to Net Loss After Tax
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

7



6 mths ended
6 mths ended 12 mths ended


30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $





Net loss for the period
(101,215)
(215,688) (455,083)



Adjustments for:



Depreciation
522
1,045 2,090
Loss on disposal of fixed assets
-
1,678 -
Capitalised interest income
-
- 120,029
Capitalised and accrued interest expense
(55,282)
(18,840) (4,671)
Other non-cash items
-
8,279

(155,975)
(231,805) (329,356)



Changes in net assets and liabilities:



(Increase) / decrease in loan receivables
(including accrued interest, excluding deferred
revenue)
-
650,089 650,089
Increase / (decrease) in deferred revenue
-
(6,417) (6,417)
(Increase) / decrease in prepayments and other
receivables
(12,392)

(38,729) (6,124)
Increase / (decrease) in trade and other payables
30,352
(39,306) (53,376)
Increase / (decrease) in accruals, provisions and
other liabilities (excluding deferred revenue)
(9,056)

(2,570)

(83,514)
Increase / (decrease) in interest accrual on
borrowings
-
- (44,178)
Net cash (used in) / generated by operating
activities

(147,072)
331,262 127,124
















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.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

8
1. General Information
These unaudited interim financial statements are for Blackwell Global Holdings Limited (the “Company”) and its
subsidiaries (together the “Group”).
The Company and its subsidiaries are limited liability companies, domiciled and incorporated in New Zealand.
The Company is listed by NZX Limited on the NZX Main Board (“NZX”).
The Company is registered under the Companies Act 1993 and is an FMC Reporting Entity under part 7 of the
Financial Markets Conduct Act 2013.
The Group operates a financial services business focusing on mortgage lending. There has been no change in
the nature of the Group’s business during the period. This should be read in conjunction with the comments in
Note 14: Going Concern.
There are no seasonal or cyclical influences on these interim results.

2. Basis of Preparation
These unaudited interim financial statements for the six months ended 30 September 2022 have been prepared
in accordance with Generally Accepted Accounting Practice in New Zealand (‘NZ GAAP’) and with the
requirements of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules. They also
comply with the International Accounting Standard 34: Interim Financial Reporting. These unaudited interim
financial statements do not include all the notes of the type normally included in an annual financial report, and
should be read in conjunction with the financial statements published in the Annual Report for the year ended
31 March 2022 which have been prepared in accordance with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”) and International Financial Reporting Standards (IFRS).
The consolidated financial statements are presented in New Zealand dollars.

3. Accounting Standards
These unaudited interim financial statements have been prepared using the same accounting policies and
methods of computation detailed in the Company’s Annual Report for the year ended 31 March 2022.
There were no NZ IFRS, or NZ IFRIC interpretations adopted during the period, nor any that are not yet effective
that would be expected to have a material impact on the Company.


4. Impact of Corona Virus
As at the date these financial statements have been signed off, the ongoing impacts of the Coronavirus
pandemic remain unknown and may have an impact on the financial position of the Company for the coming 12
months. However, given the Company’s business operations have effectively been wound down, the Board
does not consider that it will have any material exposure.
There has been no reassessment of the useful life of assets or their residual values. While the Company secured
a varied bond term, and interest rate (refer to note 10), and the present value discount rate has been adjusted
to reflect this change, it has not been further adjusted due to any impact from the Coronavirus, as it is not
deemed to have been affected.
Revenue from contracts with loan holding customers were not impacted, and there are no longer any loan
receivables.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

9
5. Revenue
The Group recognises revenue from the following major sources:
 Interest from loan receivables
 Loan fee income
 Interest income from term deposits and bank accounts


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $
Interest income from loan receivables
-
22,482 22,482
Loan fee income
-
6,917 6,917
Interest income from term deposits and bank
accounts
2,668
4,370 9,824

2,668
33,768 39,223

Other income

Sundry income
-
- 14,518
Total other income
-
- 14,518



Total income 2,668
33,768 53,740


6. Other Operating Expenses


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $
Accounting, consulting and legal
23,040
76,378 103,803
Audit fees – for the audit of the financial statements
8,194
3,306 12,363
Depreciation expenses
522
1,045 2,090
Insurance expenses
7,520
6,101 19,425
NZX fees and list charges
20,042
41,869 41,329
Office rent
-
- 14,518
Other operating expenses
678
12,431 12,538
Professional services
30,170
14,201 38,314

90,166
155,331 244,379

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

10
7. Earnings Per Share

6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

Basic earnings/(loss) per share (cents):
(0.02)
(0.04) (0.09)
Diluted earnings/(loss) per share (cents):
(0.02)
(0.04) (0.09)

The losses and weighted average number of ordinary shares used in the calculation of loss per share are
as follows:


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022
Loss for the period attributable to owners of the
parent company ($)
(101,215)
(215,688) (455,083)

Weighted average number of ordinary shares used
in the calculation of basic and diluted earnings per
share
573,759,059
502,330,488 534,424,421

The weighted average number of shares has been calculated for the period to the date of approval of the
consolidated financial statements.
As 30 September 2022, there were no financial instruments or rights held by any shareholders that were
considered to be dilutive (31 March 2022 and 30 September 2021: Nil). Accordingly, basic and diluted earnings
per share are identical for the accounting periods being reported on.
The Group presents basic and diluted earnings per share (EPS) information for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholder by the weighted average number
of ordinary shares on issue throughout the year. Diluted earnings per share is calculated by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding,
adjusted for the effects of all dilutive potential ordinary shares. There were no financial instruments considered
to be dilutive as at 30 September 2022.

8. Net tangible assets per share

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

Net tangible assets ($)
129,768
(76,564) 230,983
Issued shares at balance date
573,759,059
502,330,488 573,759,059

Net tangible assets per share (cents)
0.02
(0.02) 0.04

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

11
9. Share Capital

Issued and paid up capital


No. of Shares $

Ordinary shares at 1 April 2021
502,330,488 12,606,377
Ordinary shares issued during the period - -
Ordinary shares as at 30 September 2021
502,330,488 12,606,377

Ordinary shares at 1 April 2021
502,330,488 12,606,377
Ordinary shares issued during the year 71,428,571 495,302
Ordinary shares as at 31 March 2022
573,759,059 13,101,679


Ordinary shares as at 1 April 2022 573,759,059 13,101,679
Ordinary shares issued during the period
- -
Ordinary shares as at 30 September 2022 573,759,059 13,101,679

10. Borrowings

30 Sep 2021
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $
Current borrowings

Bonds
388,002
- 985,538

Non-current borrowings

Bonds
542,254
1,435,859 -

Bonds
The Group issued $2,000,000 bonds on 18 December 2017 to Blackwell Global Group Limited (BGGL), a related
party at a fixed interest rate of 6%. The bonds were to mature three years from the issue date at their nominal
value of $2,000,000.

The Group issued a further $500,000 bonds to BGGL on 27 April 2019 at a fixed interest rate of 6%. The interest
is payable six monthly. The bonds were to mature three years from the issue date at their nominal value of
$500,000.

The bonds are secured by a first ranking general security deed over all the present and after acquired property
of Blackwell Global Holdings Limited.

The contributed capital component of the bonds represents the difference in fair value between the current fixed
interest rate and the estimated interest rate of a similar bond issued to a third party.

The bond agreement with BGGL was amended by Deed of Variation dated 24 March 2020. The maturity period
was extended from three to four years, and the interest rate reduced from 6% to 0% for six months starting 24
March 2020.

On 25 November 2020 a Letter of Undertaking was agreed with BGGL further extending the bond maturity date
to 30 June 2022, with 0% interest until maturity.

In June 2021, the Company redeemed $1,000,000 of the Bonds for cash and paid $750,000 to BGGL in June
2021, and $250,000 in August 2021.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

12
During the 2022 year, upon receiving shareholder approval, BGGL capitalised $500,000 of its Bonds into
71,428,571 new ordinary shares in the Company, at an issue price of $0.007 per share. This development
provided the Company with an additional $500,000 of capital which provided the Company with sufficient
working capital to fund the outgoings and expenses.

On 25 July 2022 the independent directors proposed, subject to shareholder approval, for BGGL to further
extend the maturity date of the Bonds to 31 December 2023, and for them to not call for repayment prior to that
date except in liquidation or through capitalisation.

The net present value of the bonds has been adjusted on the balance sheet for the present value of the face
values at maturity using the original effective interest rate of 6% per annum.

They also proposed to capitalise $450,000 principal amount of the Bonds at an issue price of $0.0045 per new
share for an issue of 100,000,000 fully paid shares in the Company to occur on 17 October 2022.

The proposal was approved in September 2022 by a majority vote of the shareholders.

No new bonds have been issued during the period. The value of the bonds recognised in the Consolidated
Statement of Financial Position are calculated as follows:


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $
Balance at beginning of period 985,538
2,368,560 2,368,560
Repayment of bonds
-
(1,000,000) (1,500,000)
Refund of overpayment of bonds
-
34,500 -
Contributed capital on the bonds
-
51,640 -
Liability component carried forward 985,539
1,454,700 868,560
Payment of interest on bonds
-
(44,178) (44,178)
Amortisation of the premium on the bonds
(55,282)
25,337 161,156
Bond liability 930,256
1,435,859 985,538



Bond liability in current borrowings
388,002
- 985,538
Bond liability in non-current borrowings
542,254
1,435,859 -
Bond liability 930,256
1,435,859 985,538


11. Subsidiaries
Details of the Group’s subsidiaries at the end of the reporting period are as follows:

Proportion of interest and voting
power held by the Group
Name of subsidiary Principal activity 30 Sept 2022 31 March 2022



Blackwell Global Finance Limited Diversified financial services 100% 100%
NZF Money Limited (in receivership) In receivership

100% 100%
Blackwell Global Funds Limited Special purpose vehicle established as
custodian for funding arrangement
100% 100%

The place of incorporation and operation for all subsidiaries is New Zealand. The balance date of all companies
in the Group is 31 March. All subsidiary entities were dormant in the current and previous financial periods.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

13

12. Financial Instruments by Category

Financial Assets Total at amortised cost

$
30 Sep 2022

Cash and cash equivalents 1,001,223
Other receivables 26,863
Total 1,028,086



Total at amortised cost

$
31 Mar 2022

Cash and cash equivalents 148,294
Other receivables 14,471
Current investments 1,000,000
Total 1,162,765



Total at amortised cost

$
30 Sep 2021

Cash and cash equivalents 152,433
Other receivables 47,076
Current investments 1,200,000
Total 1,399,509


Financial Liabilities Total at amortised cost

$
30 Sep 2022

Trade and other payables 35,573
Borrowings 388,002
Accruals and other liabilities 9,056
Total 432,631



Total at amortised cost

$
31 Mar 2022

Trade and other payables 5,221
Borrowings 985,538
Accruals and other liabilities 18,113
Total 1,008,872




Total at amortised cost

$
30 Sep 2021

Trade and other payables 19,292
Borrowings -
Accruals and other liabilities 99,056
Total 118,349

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

14

13. Related Parties
Blackwell Global Holdings Limited (the Group) is controlled by Blackwell Global Group Limited (incorporated in
the Cayman Islands) which at 30 September 2022 owned 66.74% of the Company’s shares. The Group’s
ultimate controlling party is Mr Kaw Sing Chai, who also owns 9.74% of the Company’s shares in his own name.
The remaining 23.52% of the Company’s shares are widely held.

Related party transactions
The following expenses were paid by Blackwell Global Investments Limited on behalf of the Group. It has been
agreed that these costs will not be recovered from the Group. The benefit of these transactions is recognised
in sundry income (note 5) with the corresponding expenses included in operating expenses. There were none
to report in the current period.


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$ $ $
Office Rent - - 14,518
Total -
- 14,518

Other related party transactions


6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022
Invoices Issued By Related Party (unaudited)
(unaudited) (audited)


Anthony Harper Ewe Leong Lim
-
517 517

Anthony Harper, where director Ewe Leong Lim is a partner, provided legal services to the Group.

Directors fees

6 mths ended
6 mths ended 12 mths ended

30 Sep 2022
30 Sep 2021 31 Mar 2022

(unaudited)
(unaudited) (audited)

$
$ $
Sean Joyce
43,125
43,125 86,250
Craig Alexander
25,875
25,875 51,750
Total remuneration of directors 69,000
69,000 138,000

During the period, Mr Kaw Sing Chai, who retired in accordance with the provisions of the Constitution of the
Company and, being eligible, offered himself for re-election as a Director of the Company and was re-elected
by majority vote of the shareholders.

All directors are common to all the subsidiary companies in the Group.

Condensed Notes to the Interim Financial Statements
Blackwell Global Holdings Limited
For the six months ended 30 September 2022

15

14. Going Concern
The Group has incurred a net loss for the period of $101,215 (30 September 2021: loss of $215,688), (31 March
2022: loss of $455,083) and as of 30 September 2022 has an equity surplus of $129,768. The Company is
reliant upon the continued support of its lenders including shareholder advances. The going concern basis
assumes continued support of these parties in following financial periods. Should this support not continue, this
may indicate the existence of a material uncertainty which would impact on the adoption of the going concern
assumption. The Board have implemented a number of strategies to reduce the outgoings of the Company and
is actively looking to identify a suitable business opportunity to invest in and/or acquire through a reverse
takeover transaction (RTO).

The Company is able to meet loan repayment commitments and costs given the current bank balance of
$1,001,223.

Blackwell Global Group Limited, the major shareholder, issued a letter of comfort on 27 June 2022 stating that
in its capacity as majority shareholder, will provide ongoing support to the Company and outlined the plan to:

1. Capitalise $450,000 of the Bonds into fully paid ordinary shares which was approved by the
shareholders in September 2022 and occurred in October 2022.
2. Provide the Company with adequate financial support, in the form of additional funding to the extent of
no less than $550,000 to ensure ongoing business continuity and solvency.

Blackwell Global Group Limited agreed to capitalise $450,000 of its Bonds into 100,000,000 new ordinary
shares in the Company, at an issue price of $0.0045 per share. This development, which was approved by the
shareholders on 22 September 2022, will provide the Company with an additional $450,000 of capital which will
provide sufficient working capital to fund the outgoings and expenses of the Company for not less than 12
months from the date of these financial statements. This was executed after balance date in October 2022.

The directors in determining that the financial statements be prepared on a going concern basis have taken into
account events subsequent to balance date.


15. Segment Reporting
Operating segments are reported in the manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker is identified as the Board of Directors. The Group
internally reported as a single operating segment to the chief decision-maker.

16. Capital Commitments
There were no capital commitments at 30 September 2022 (31 March 2022 and 30 September 2021: Nil).

17. Subsequent Events
After balance date, in accordance with a shareholders’ vote on 22 September 2022, Blackwell Global Group
Limited capitalised $450,000 of the secured bonds into 100,000,000 new ordinary shares in the Company, at
an issue price of $0.0045 per share, which took place in October 2022.

There have been no other significant events after balance date.

18. Approval of Financial Statements
The financial statements were approved by the Directors and authorised for issue on 29 November 2022.

16
COMPANY DIRECTORY

As at 30 September 2022





Independent Directors Share Registrar
Sean Joyce

Link Market Services Limited
Craig Alexander

Deloitte Centre, 80 Queen Street, Auckland

Tel: 09 375 5998
Non-executive Directors

Kaw Sing Chai

Solicitors
Say Chan Law

Chapman Tripp
Kim Chan Steve Chua

Level 34, PwC Tower, 15 Customs Street West

Auckland
Registered Office

84 Coates Avenue
Bankers
Orakei, Auckland ASB Bank Limited

ASB, North Wharf, 12 Jellicoe Street, Auckland
Company Number

1474151
Auditor
William Buck
Incorporated
Level 4, 21 Queen Street, Auckland
22 January 2004



Shares Issued

573,759,059 Ordinary Shares