Seed Innov Regulatory News (SEED)

Seed Innovations Ltd / AIM: SEED / Sector: Closed End Investments

15 July 2021

SEED Innovations Limited ("SEED" or the "Company")

Final Results

SEED Innovations Limited, formerly known as FastForward Innovations Ltd, the AIM quoted company focusing on making investments in fast growing and industry leading businesses with a focus on investing within the medical cannabis, health and wellness space, is pleased to announce its final results for the year ended 31 March 2021. A copy of the Report and Accounts will be available on the Company's website, www.seedinnovations.co

Highlights from Investments

· Recently renamed and rebranded as SEED Innovations Limited to reflect the evolving portfolio and repositioning from a generalist technology fund to one that continues to invest in disruptive technologies but with a focus on investing within the medical cannabis, health and wellness space

· A number of investments made during the period, and post period, into progressive companies within the health, wellness, and medical cannabis space, including:

o Yooma Wellness Inc., a company whose strategy is to build a vertically-integrated global leader in the manufacturing, marketing, distribution, and sale of wellness products, which following a reverse takeover is trading on the Canadian Securities Exchange;

o Little Green Pharma, an ASX listed vertically integrated, medicinal cannabis business with operations from cultivation and production through to manufacturing and distribution;

o South West Brands Limited, a female led, multi-brand consumer goods group developed specifically for the CBD industry which is now pursuing a listing on the London Stock Exchange;

o Northern Leaf, a leading Jersey based medical cannabis cultivator;

o Eurox Group GmbH, a German-based, revenue generating, European vertically integrated medical cannabis company;

o CiiTECH Limited, a brand-building, consumer focused company dedicated to on-going cannabis research and the commercialisation of cannabis products.

· A number of investments, and subsequent exits, with strong returns also made from companies within the health, wellness, and medical cannabis space including:

o Kanabo Group Plc, where a 223% return on investment was realised;

o Cellular Goods Plc where a 4.14 times return was realised;

o Significant return on investment from the sale of EMMAC Life Sciences to Curaleaf recording a profit of £1.9 million, 1.86 times the original investment.

· Investments in other sectors advanced including:

o Portage Biotech Inc. listed on NASDAQ and its subsidiary companies are showing significant promise;

o Leap Gaming Ltd has formed new partnerships while continuing to launch innovative products and SEED invested a further €153,031;

o Vemo Education continued to show promising growth with managed income share agreement programmes implemented for its partners.

· Further support from new and existing SEED shareholders received raising a total of just over £4 million of new money

· Increase in net assets per ordinary share to 11.72p (2020: 8.82 per ordinary share)

**ENDS**

For further information on the Company please visit www.seedinnovations.co or contact:

- Ends -

Enquiries

Extracts of the 2021 Annual Financial Report & Accounts are set out below.

Investing Policy

"The Board proposes to invest in companies which, in normal circumstances, individual investors may have limited access to.

Investments sought will be in sectors which have, or have the potential for, significant intellectual property, principally in the wellness and life sciences sectors (including biotech, longevity of life and pharmaceuticals) along with aligned technology sectors (including artificial intelligence and digital delivery). Equally the Board will consider investments in established industries where the business is applying new technologies and/or 'know how' to enhance its offering or taking established business models or products to new markets. In keeping with its desire to provide its shareholders with access to investments they may otherwise not be able to participate in, the Board also intends to apply a portion of the portfolio to opportunistic investments which may, by exception, fall outside the above criteria but represent good potential for short term returns. Such investments will be limited at 15% of the Company's NAV and would typically be in fundraisings by listed companies or as part of an IPO.

Initially the geographical focus will be North America and Europe, but investments may also be considered in other regions to the extent that the Board considers that valuable opportunities exist, and positive returns can be achieved.

In selecting investment opportunities, the Board will focus on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value. In line with the existing portfolio it is expected that investments will be in SMEs with sub £100 million valuations but with the potential for significant growth. Where appropriate, the Board may seek to invest in businesses where it may influence the business at a board level, add its expertise to the management of the business, and utilise its industry relationships and access to finance. The extent that the Company will be a passive or active shareholder will depend on the interest held and the maturity of the investee company.

The Company's interests in a proposed investment and/or acquisition will range from minority positions to full ownership and will comprise multiple investments. The proposed investments may be in either quoted or unquoted companies; are likely to be made by direct acquisitions or investments; and may be in companies, partnerships, earn-in joint ventures, debt or other loan structures, joint ventures or direct or indirect interests in assets or businesses.

The Company will pursue a balanced portfolio of an even mixture of early stage, pre-liquidity event and liquid investments which it will aim to hold within the portfolio for 2-4 years, 6-24 months and up to 12 months respectively. Whilst the target is to have the portfolio split fairly evenly between the different stages of liquidity there will be no set criteria for which the Company will hold an investment and the proportion of the portfolio which will be represented by each investment type.

There is no limit on the number of projects into which the Company may invest. The Directors intends to mitigate risk by appropriate due diligence and transaction analysis. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required.

Where the Company builds a portfolio of related assets it is possible that there may be cross holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. Investments are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Board may also offer new Ordinary Shares by way of consideration as well as or in lieu of cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.

The Board will conduct initial due diligence appraisals of potential businesses or projects and, where it believes that further investigation is warranted, it intends to appoint appropriately qualified persons to assist. The Board believes it has a broad range of contacts through which it is likely to identify various opportunities which may prove suitable. The Board believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence. The Company will not have a separate investment manager. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. Due to the nature of the sectors in which the Company is focused it is unlikely that cash returns will be made in the short to medium term on the majority of its portfolio; rather the Company expects a focus on capital returns over the medium to long term."

Chairman's Statement

It gives me great pleasure to present the Company's Annual report and audited financial statements for the year ended 31 March 2021 as Chairman. Despite the testing macro environment, this year has once again been a positive year for the newly rebranded SEED Innovations Limited ("SEED Innovations"), (previously FastForward Innovations Limited), as we continue to evolve our portfolio and focus on fulfilling our core objective of providing investors with exposure to disruptive growth opportunities that have significant potential and would normally be inaccessible to private investors. Not only have we been able to make some exciting investments into new companies, we have seen a number of successful and very profitable exits for the Company, further details of which I will discuss below.

Our recent name change from FastForward Innovations ("FastForward Innovations") to SEED Innovations, which was approved at a shareholders EGM held on 9 July 2021, reflects our repositioning from a generalist technology fund to one that continues to invest in disruptive technologies, however, now puts more of a significant focus on investing within the medical cannabis, health and wellness space. With the cannabis sector forecasted to reach a value of £16.5bn in the next decade and the health and wellness space predicted to near $4.24bn by 2026, we believe our shift in positioning will result in momentous growth in the years to come.

During the year we have made further investments into a number of progressive companies within the health, wellness, and medical cannabis space to both expand and balance out the liquidity of our portfolio.

The first investment was into Yooma Wellness Inc, a company whose strategy is to build a vertically-integrated global leader in the manufacturing, marketing, distribution, and sale of wellness products including hemp seed oil and hemp-derived and cannabinoid ingredients. In February 2021 Yooma completed a reverse takeover of Globalive Technology Inc. and began trading on the Canadian Securities Exchange, helping build the momentum of the company further.

We also invested in Little Green Pharma, a vertically integrated, medicinal cannabis business with operations from cultivation and production through to manufacturing and distribution. Little Green Pharma is ASX-listed and holds ambitious, but highly realisable plans to expand globally. It is seeing very positive demand from customers not just domestically in Australia, but around the globe including in Germany with some large purchase orders have recently been received, and more recently with announcement of the acquisition of an operational cultivation and production facility in Denmark, further accelerating its EU expansion strategy.

We also made two further investments - one into South West Brands Limited, a female led, multi-brand consumer goods group developed specifically for the CBD industry, and the second into Northern Leaf, a leading Jersey based medical cannabis cultivator. The Board strongly believes that the investments into both South West Brands and Northern Leaf will be long term hold investments and will be catalysts for generating notable returns for SEED Innovations' shareholders.

In February 2021, we invested £62,500 as part of a £6 million oversubscribed placing undertaken by Kanabo Group Plc on its admission to trading on the London Stock Exchange, further developing SEED Innovations' exposure to the medical cannabis industry. Following strong initial trading, we took the decision to realise most of this small investment, making a profit of c.£139,000, an increase of 223% in value. Similarly, we invested £17,215 as part of a heavily oversubscribed placing undertaken by Cellular Goods Plc, which commenced trading on the London Stock Exchange in February 2021. We sold this in early March, resulting in a profit of £54,563, to provide a total return of 4.15 times the original investment. Despite only being invested in the two companies for a short period of time, and being disappointed by the heavy initial scale-back, the returns achieved highlight the team's ability to identify profitable investments within the cannabis sector.

Importantly, we sold our entire interest in the cannabis firm EMMAC Life Sciences in March 2021 for just over £5 million as part of a takeover by North American cannabis consumer products group Curaleaf Holdings Inc. Our entire 6.7 million shares in EMMAC as well as a £750,000 convertible loan note was sold for a recorded profit of approximately £1.9 million, delivering an overall return of 1.86 times of our original investment. This was a positive outcome for our company and we were delighted with the return on the original investment which further increased our confidence in our investment strategy and our ability to deliver financial gains in the cannabis sector.

Our investments in the biotechnology sector also continued to advance. Portage Biotech Inc. announced it had listed on the NASDAQ on October 28, 2013, an exchange that is well known for the success of its biotechnology companies.

Along with Portage's pipeline of products that are targeted for clinical testing in 2021, its listing has enabled the firm to continue to catalyse research and development to produce a higher volume of quality clinical programs through its development strategy, commercial insights, and deep network of industry relationships.

Online gaming group Leap Gaming continued to showcase its exceptional growth within the market with a number of successes. Most recently, it created a unique new vintage betting product, EuroLeague Legends, which was launched by IMG Arena in partnership with EuroLeague Basketball. EuroLeague Basketball, which has been an IMG Arena partner since 2015, is the organiser of Europe's premier professional basketball competition the Turkish Airlines EuroLeague and also runs the 7DAYS EuroCup. The extension of the partnership between the two companies with the launch of the new product will have a significant impact on Leap Gaming, adding another important revenue stream to its suite of products across the global gaming operators. A number of new partnerships were also formed including with 888Sport, one of the world's most popular gaming entertainment and solutions providers, and with Stoiximan/Betano, the leading online gaming operator in Greece. The grant of a Gaming Supply Licence in Malta is expected to open up its pool of potential operators that it can now work with in new territories including but not limited to Germany, South Africa, Mexico, and the US.

In February 2021, we made a further investment of €153,031, GBP equivalent of £173,994 (fx 0.87518) into Leap Gaming, as a result of the business delivering remarkable growth throughout the past year. Leap is now exploring a potential listing on the UK market which I believe will help expedite the growth of the company further.

Vemo Education continued to show promising growth as it implemented and managed income share agreement programmes for its partners; an agreement between a school and student to defer some of their cost in exchange for a fixed percentage of their post-graduation income for a fixed period. Vemo doubled its ISA volume in 2020 and increased the number of colleges and universities using its products circa. 17% to over 70.

On the corporate side, we were pleased with the support we received from new and existing shareholders during the year with a total of just over £4 million of new money raised. The funds raised will be used to continue to support and invest in opportunities in line with our strategy to be an investment destination for individuals and institutions seeking exposure to the unique opportunities your board have access to.

During the period, there were some changes at board level, which included my appointment as Chairman and Ed McDermott stepping up into the role of CEO. Lorne Abony stepped down from the position of Chairman and CEO to continue his work with, amongst others, Yooma. As announced just after period end on 1 April 2021, we were delighted to have Alfredo Pascual join our team as Vice President of Investment Analysis. A key hire for the Company, in this role Alfredo's focus will be on sourcing and evaluating investment opportunities in the burgeoning European medical cannabis industry as well as supporting the growth of SEED Innovations' portfolio companies in the sector. Alfredo's vast experience, sector knowledge and contacts will be invaluable to our shareholders as our investment focus increasingly leans towards health, wellness and medical cannabis.

Looking ahead, I believe that SEED Innovations will continue to evolve, and proceed in investing in rapidly growing sectors particularly within the area of health, wellness, and medical cannabis, a sector that as previously highlighted is set for momentous growth. With a robust cash position and having accomplished excellent NAV progression, we are well placed to deliver significant long-term value to shareholders.

I would also like to take this opportunity to thank all our long standing shareholders and loyal backers, as well as those new to the register, our executive team and my fellow board members for their assistance. I look forward to reporting on our progress over the coming months as we commence this truly exciting next step as SEED Innovations and continue to expand our development within a space which, I believe, to be truly exciting.

Results 

The net assets of the Company at 31 March 2021 were £24.94 million (2020: £14.24 million), equal to net assets of 11.72p per Ordinary Share (2020: 8.82p per Ordinary Share).

Looking ahead, as I mentioned previously, whilst we will continue to support our investments in the life sciences and technology spaces, we are increasingly streamlining our investment focus into areas where we have significant expertise, namely primarily health, wellness and medical cannabis. We have a solid track record in the medical cannabis space and are confident that with the recent guidance from the FCA there are a number of both early and late stage opportunities that have the potential to deliver value for our shareholders. I look forward to providing further updates with regard to the continued development of our core assets and potential new opportunities in this space.

Ian Burns

Non-Executive Chairman

14th July 2021

Report of the Chief Executive Officer

Introduction

Investing in cutting edge technologies; supporting world-leading entrepreneurs as they build their businesses; and working with a select group of highly driven, financial and industry experts at SEED Innovations. I consider myself extremely fortunate to hold the position of CEO in this progressive company, which I assumed in May last year.

Strategy

Whilst leaning towards capitalising on our knowledge in the health, wellness, and medical cannabis arenas, first and foremost our strategy is to invest in visionary entrepreneurs developing innovative technologies. Accordingly, our portfolio includes a broad mix of companies, which are at the forefront of their industries and have in common a thirst for pioneering new ideas.

Portfolio

The table below lists the Company's holdings at 31 March 2021 and 31 March 2020.

Investee Companies Review

Liquid Investments

Yooma Wellness Inc. ('Yooma') (investment position: c. 12.97% of NAV)

Yooma is an emerging global marketer and distributor of cannabinoid and hemp-derived wellness products, headquartered in Toronto with offices in Tokyo, UK, France, and Los Angeles. Yooma's mission is to build a vertically integrated global leader in the manufacturing, marketing, distribution, and sale of wellness products including hemp seed oil and hemp-derived and cannabinoid (CBD) ingredients. The company leverages strategically curated sales channels and ecommerce networks to deliver a diverse mix of wellness products through subsidiaries in Japan, the United Kingdom, France and the United States.

Post period end, in June 2021, Yooma announced its withdrawal from operating in China following China's National Medical Products Administration (NMPA) adding CBD to its "List of Prohibited Use Cosmetic Ingredients". Beijing proposed the new legislation in March, with the China National Institute for Food and Drug Control inviting comments and suggestions from industry participants on its plans to list cannabis sativa and CBD as prohibited components of cosmetics. As a result of this announcement, a number of online marketplaces, including those which Yooma had historically relied on to distribute its CBD wellness products, have restricted promotion and marketing efforts for CBD products, such as keyword and traffic generating tools, platform events and live streams. 

Whilst this is disappointing, Yooma is experiencing significant growth in other markets exceeding its expectations and expect any long term effects to be minimal helped by an agreement with EMMAC Life Sciences Group ('EMMAC'), giving it exclusive rights to distribute EMMAC's wellness brands, including Blossom, MYO, Hello Joya and What the Hemp, in Japan, Taiwan and Australia as well as non-exclusive distribution rights in certain other global markets.

Portage Biotech, Inc ('Portage') (investment position: c. 5.57% of NAV)

Portage is an emerging biotechnology company developing an immunotherapy-focused pipeline to treat a broad range of cancers. Its focus is to combine its own technology with already proven immune-boosting PD1 agents and to this end, Portage has a pipeline of products targeted for clinical testing in 2021 and a growing roster of notable partnerships.

During the year, Portage's subsidiary companies have shown significant promise. Intensity Therapeutics Inc. ('Intensity'), which is pioneering a new immune-based approach to treat solid cancer tumours, has been particularly busy. Amongst other activity, it entered into a clinical trial collaboration agreement with New York Stock Exchange listed Bristol Myers Squibb Company, a leader in the cancer immunotherapy space, to evaluate the safety and efficacy of its lead product, INT230-6, when dosed in combination with Bristol Myers Squibb's Cytotoxic T Lymphocyte-Associated Antigen 4 immune checkpoint inhibitor Yervoy®. It also announced new efficacy and safety data from the ongoing Phase 1/2 clinical study of INT230-6, which supported the hypothesis that dosing a substantial proportion of a patient's tumour burden with INT230-6 may cause enough tumour killing and immune activation to provide the patient with extended survival.

Other emerging biotech investee companies include Saugatuck Therapeutics Ltd, which achieved initial proof of concept of its nanolipogel formulation and is now exploring multiple PD1 based co-formulations with small molecules and other DNA aptamers. Equally, Stimunity S.A.S, a parasbased cancer immunotherapy company, is making excellent headway and is now focused on manufacturing its STING-activating cGAMP Virus-Like Particle technology that can stimulate the immune system and the quality of the anti-tumoral response.

To focus on its core immuno-oncology assets, Portage divested its three legacy businesses: Portage Pharmaceuticals Limited (PPL), and its subsidiaries Portage Glasgow Limited and EyGen Limited, to Juvenescence Ltd. Under the terms of the agreement, Portage may be entitled to up to USD$244 million in future milestone payments.

On the corporate side, Portage raised US$6.7 million through a non-brokered private placement in June 2020, to provide resources for the continued development of its portfolio. Later in the year, backed with a solid track record of supporting a pipeline of products, many of which are targeted for clinical testing this year, Portage listed on the NASDAQ in February 2021, an exchange that is well known for the success of its biotechnology companies.

Little Green Pharma ('LGP') (investment position: c. 3.33% of NAV)

A new addition to our portfolio is ASX-listed Little Green Pharma, a vertically integrated, medicinal cannabis business with ambitious, but highly realisable, plans to expand globally. Following our initial investment in LGP in February 2021, SEED has increased its holding to 2.0% of LGP's issued share capital.

LGP has an indoor cultivation facility and manufacturing facility in Western Australia to produce its own-branded range of GMP-grade medicinal cannabis products and very recently announced the acquisition, in conjunction with a A$27.2 million placing, of a fully operational GACP cultivation and GMP licensed medicinal cannabis facility in Denmark which will accelerate LGP's planned expansion by two years and is consistent with LGP's EU expansion strategy. With a growing range of products containing differing ratios of active ingredients, LGP supplies medical-grade cannabis products to Australian and overseas markets. Recently, it has made progress in the establishment of offshore distribution channels including to the UK, Germany, and New Zealand to further strengthen its geographic reach. In Germany, LGP recently secured an increased A$2.5m purchase order for its high THC cannabis flower medicine, reflecting the demand from Germany and the confidence in LGP's quality and supply.

Soon after our investment, LGP announced that it was chosen to be a partner in a large scale, two-year cannabis study launched by the University of Sydney known as the QUEST Initiative. Under the agreement, LGP will supply all the medicinal cannabis oil products to the 2,100 enrolled patients, as well as provide funding for study costs. The QUEST Initiative aims to be one of the world's largest longitudinal studies investigating the quality of life and health economics on patients with chronic disease prescribed medicinal cannabis.

Post period-end in June 2021 we invested a further £1.5 million in LGP in the placing mentioned above, increasing our holding to 7,324,796 shares representing approximately 3.15% of LGP's enlarged share capital. This reflects the fact that we have been pleased with their ambitious growth strategy, which has delivered beyond our expectations.

Pre-liquidity Investments

Fralis LLC (trading as Leap Gaming - 'Leap') (investment position: c. 37.78% of NAV)

Leap is a developer and provider of 3D gaming technology and products with a focus on virtual sports and virtual casino, partnering with top-tier online and land-based gaming companies to provide advanced gaming products for end-users.

During the year under review, Leap made great strides forward with a raft of notable successes that demonstrate its world-leading ability to develop totally unique and innovative products that challenge other gaming developers worldwide and take gaming experiences to new levels.

Its relationship with its strategic partner, IMG Arena, has been particularly productive with several new products jointly developed and launched. These included an official virtual tennis product launched in partnership with ATP Media, the global sales, broadcast production and distribution arm of the ATP Tour, a worldwide top-tier tennis tour organised by the Association of Tennis Professionals, and a new vintage betting product in partnership with EuroLeague basketball. Furthermore, IMG Arena began offering bookmakers a virtual sports betting product for the NASCAR US stock car racing series, as well as distributing the international betting streaming rights for the first time.

A number of new partnerships were also formed: 888Sport ('888'), one of the world's most popular gaming entertainment and solutions providers, will now host a selection of Leap's ultra-realistic 3D virtual sports games and offer several of its popular titles through 888casino; and Stoiximan/Betano, the leading online gaming operator in Greece and one of the fastest growing in Europe with more than 300,000 active users in sports betting, virtual sports, casino and fantasy sports, now offers Leap's complete portfolio of virtual sports through its online brands.

Having been granted a Gaming Supply Licence in Malta, Leap anticipates that its pool of potential operators that it can now work with will further increase and that its expansion into new territories including but not limited to Germany, South Africa, Mexico, and the US, will accelerate during 2021.

Notably, in the year ended December 2020, year-on-year, daily active users were up 135%, transactions were up 170%, turnover was up 56% and Gross Gaming Revenue was up 86%. Organic growth projections suggest turnover is likely to nearly double in two years from 2020. With this background, Leap is now exploring options for a UK listing; to support this, I joined its Board in November 2020.

Juvenescence Ltd ('Juvenescence') (investment position: c. 9.23% of NAV)

Juvenescence is a therapeutics and development company developing multiple therapeutics focused on improving and extending human lifespans. By utilising a coalition of best scientists, physicians, and investors across its four distinct divisions, it aims to create cutting-edge therapies and products that disrupt the thinking and behaviour around ageing.

In line with this, it formed a joint venture with biotechnology company, G3 Therapeutics, which focused on applying deep molecular profiling and deep learning to tackle aging. Known as Juvenomics, the joint venture is built on the unique combination of G3 Therapeutics' proprietary, multi-omic biological dataset, consisting of trillions of proprietary datapoints collected in the GLOBAL Clinical Study (NCT01738828) of over 7,500 patients, and the unique machine learning platforms assembled by Juvenescence.

Other alliances formed during the year included a partnership between its subdivision JuvLife and Evgen Pharma plc, which sees JuvLife deploying Evgen's Sulforadex® stabilisation technology to create and manufacture a nutritional health supplement containing a defined and stable dose of sulforaphane, derived from natural sources.

The Juvenescence team includes highly experienced drug developers, entrepreneurs, marketers, and investors with a significant history of success in the pharmaceutical and consumer health sectors. This team was further strengthened with the appointment of Dr. David Roblin MD FMedSci to its Board of Directors, who has an extensive background in the pharmaceutical industry. Post period end, it also appointed a new Chief Scientific Officer, Dr. Grazia Piizzi, PhD, who has more than 15 years of experience in the global pharmaceutical and biotech industry.

South West Brands (investment position: c. 1.01% of NAV)

We have high expectations for one of our newest investments, SWB, an early-stage UK CBD brand business, which is looking to launch several new celebrity-endorsed products in the coming months. Its all-female management team, led by CEO Rebekah Hall, who is a pioneer in the burgeoning CBD market in Europe and regarded as one of the foremost experts on CBD consumer products, has a first mover advantage given there are very few brands with real equity in the cannabinoid wellness vertical.

SWB is currently focused on launching a pipeline of new CBD brands across multiple product verticals, including its first new brands in the menstrual cycle care and beauty categories. At the end of June 2021, SWB announced their intention to float on the London Stock Exchange and we look forward to reporting further on this significant development for them.

Longer Term Investments

Northern Leaf Ltd ('Northern Leaf') (investment position: c. 2.41% of NAV)

Post period end, on 1 April 2021, the Company invested £600,000 in Jersey based medical cannabis cultivator Northern Leaf via 24-month Convertible Loan Notes as part of a £14 million pre-IPO funding round.

Northern Leaf is leading the development of a new industry for the British Isles, creating centres of excellence, using state-of-the-art tracking systems and robust policies and procedures to ensure the highest levels of quality from seed to sale. In December 2020, it was granted the first UK commercial high THC medical cannabis license since UK based GW Pharmaceuticals in 1998. It is now accelerating its capital expenditure programme into extraction, manufacturing and formulation equipment and explore strategic partnerships as it seeks to become a European market leader in the supply of high-quality EU-GMP grade medical cannabis flower and oil to the rapidly growing European medical cannabis market where patient demand continues to accelerate.

Vemo Education (investment position: c. 0.86% of NAV)

VEMO is an education technology company founded to address the student debt crisis by developing income share agreement programmes and deferred tuition plans and partnering with higher education institutions to make these funding options available to students. In 2020, Vemo doubled its ISA volume and increased the number of colleges and universities using its products circa 17% to over 70. This trend has continued into 2021. VEMO has recently partnered with Edmit, used by millions of students and families to demystify the financial aid process and make better-informed decisions about college, and launched the Edmit Guarantee designed to prevent students from borrowing too much and to reduce the risk of unnecessary debt, which often suppresses college-going aspiration, or encourages students to choose lower-cost colleges that might actually lead to a lower return on investment.

Eurox Group GmbH ('Eurox')

Post period end, on 5 July 2021, we made an investment of €3 million in Eurox, a German-based, revenue generating, European vertically integrated medical cannabis company. Eurox will give FFWD direct exposure to the German cannabis market, the largest in Europe by a long way. With its main operations being in Germany, Portugal and the UK, it is well positioned in the medical cannabis sector to become a leading vertically integrated medical cannabis leader on the continent. FFWD has a 8.85% holding in Eurox. The investment gives us further exposure to the cannabis sector.

CiiTECH Limited

Again post period end, on 6 July, we invested £175,000 in UK and Israel based consumer healthcare and research company CiiTECH Limited ('CiiTECH') via 18-month Convertible Loan Notes as part of a £2.0 million funding round.

CiiTECH is a brand-building, consumer focused company dedicated to ongoing cannabis research and the commercialisation of cannabis products. It uses its partnerships with leading institutions and scientists to create niche consumer brands. The company continually innovates as it strives to create the best science-led brands in the cannabis sector. CiiTECH is currently funding a range of clinical studies aimed at unravelling the large range of minor cannabinoids, bringing better understanding and more effective products to market.

On 24 May 2021, CiiTECH signed a letter of intent with London Stock Exchange listed Fragrant Prosperity Holdings Limited (LSE: FPP) in relation to a potential acquisition by FPP of the business by way of a reverse takeover for a consideration of £17.5 million to be satisfied by the issue of ordinary shares in the capital of FPP at a price of 5.25 pence per ordinary share. The transaction is conditional upon the completion of customary due diligence, amongst other conditions, and we look forward to reporting on their progress.

Factom (investment position: c. 0.00% of NAV)

Factom continues to investigate offers for its intellectual property, however, the Company does not expect any meaningful return should this come to fruition as the Chapter 11 creditors need to be paid before equity holders and any consideration remaining is unlikely to be in cash, but rather in stock in an acquirer.

Exited Investments

EMMAC Life Sciences ('EMMAC') (investment position: c. 20.20% of NAV)

Our journey with European medical cannabis company EMMAC, epitomises our strategy to identify and invest in opportunities that have the potential to provide a return at a liquidity event. In this case, we first invested in EMMAC in March 2019 and until 2021 continued to provide financial and advisory support. Post period end, in April 2021, EMMAC was acquired by Curaleaf Holdings Inc., a leading medical and wellness cannabis operator in the US. SEED Innovations recorded a profit on the sale of approximately £1.9 million, to deliver an overall return of 1.86 times its original investment.

Not only was this an excellent and quick turnaround for SEED Innovations given it provided immediate cash that enables us to explore and invest in other companies, but EMMAC's sale to Curaleaf represented a turning point for the European cannabis M&A landscape.

Historically, while the US and Canadian markets have focused on investing in their own home-grown companies or other more mature international markets, we are now seeing a sea-change in attitude. In February 2021, NASDAQ listed Jazz Pharmaceuticals announced the acquisition of UK-based GW Pharmaceuticals. A month later, in March, Curaleaf announced the acquisition of EMMAC, which it completed in April, pipping Jazz to the post by a month.

This reshaping of the international cannabis market and increased confidence/interest in the UK and European markets, will, we believe, continue to gain momentum.

Kanabo Group Plc ('Kanabo')

We invested in Kanabo, which is focused on the distribution of cannabis derived products for medical patients, and THC-free CBD products for consumers, ahead of its London Stock Exchange listing in February 2021. Following strong initial trading, and given this was a very minor investment, we quickly realised most of this small investment, making a profit of £136,852, which was more than twice the amount invested.

Cellular Goods Plc ('Cellular Goods')

 Similarly, we invested £17,215 as part of a heavily oversubscribed £13 million placing at a price of 5 pence undertaken by Cellular Goods, which commenced trading on the London Stock Exchange on 26 February 2021. We sold this in early March, resulting in a profit of £54,563, to provide a total return of 4.15 times the original investment.

Conclusion

As highlighted above, the year under review and post period end was fast paced and filled with activity as we increasingly steered the business towards a new focus on the hyper-growth sectors of health, wellness, and medical cannabis, investing in several exciting new businesses and exiting others that reached liquidity events to generate notable returns. Looking ahead, and if the first few months of the 2021 financial year are anything to go by, this trend is likely to continue.

We look forward to continuing to support our existing investee companies as they advance through their various growth trajectories and investing in new, equally exciting opportunities. With a robust cash position and having accomplished excellent NAV progression, we are well positioned to deliver significant value to shareholders.

Ed McDermott

CEO

14 July 2021

Directors

The present members of the Board are listed on page 13 of the annual report. Changes to the Board during the year are disclosed on page 16. There are service contracts in place between each of the Directors and the Company. Details of Directors' remuneration, bonuses and Options granted to the Directors are disclosed in note 7.

Mr Burns is the legal and beneficial owner of Smoke Rise Holdings Limited, which held 1,374,024 (0.65%) Ordinary Shares in the Company at 31 March 2021 and the date of signing this report.

Mr Abony held 14,843,211 (9.19%) Ordinary Shares in the Company at 31 March 2020, he received a further 2,472,446 shares on 29 January 2021 (see note 18). The entirety of his enlarged holding of 17,194,590 shares was then transferred to Mrs Rhonda Abony on 30 January 2021. As a result, Mr Abony held no shares in the Company on 31 March 2021 or at the date of signing this report.

Mr De Jersey held 400,000 (0.19%) Ordinary Shares in the Company at 31 March 2021 and at the date of signing this report.

Further details are explained in note 18.

Substantial Interests as at date of signing

The following interests in 3% or more of the issued Ordinary Shares of the Company:

Going Concern

After making reasonable enquiries, and assessing all data relating to the Company's liquidity, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and do not consider there to be any threat to the going concern status of the Company. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

The Directors note that the Company has sufficient cash and cash equivalent resources to meet its obligations for at least one year after the approval of these financial statements.

Corporate Governance

As a Guernsey incorporated company and under the AIM Rules for Companies, the Company is not required to comply with the UK Corporate Governance Code published by the Financial Reporting Council (the "FRC Code"). However, the Directors place a high degree of importance on ensuring that high standards of Corporate Governance are maintained and that the Company complies with the Finance Sector Code on Corporate Governance, issued by the Guernsey Financial Services Commission.

Board Responsibilities

At 31 March 2021, the Board comprised of two Executive Directors, being Messrs. De Jersey and McDermott; and two Non-Executive Directors, Mr Burns, and Mr Cairns.

The Board has engaged Vistra to undertake the administrative duties of the Company. Clearly documented contractual arrangements are in place with this service provider which define the areas where the Board has delegated responsibility to it.

The Company holds at least three Board meetings per year, at which the Directors will review the Company's investments and all other important issues to ensure control is maintained over the Company's affairs.

The Company is self-managed, in that day-to-day investment management recommendations are made by the Executive Directors, supported by analysis provided by the Board and the VP of Investment Analysis.

Board Committees

Audit Committee

Mr Cairns was appointed chairman of the audit committee with effect from 5 June 2020, succeeding Mr Burns. All other Directors are members of the Audit Committee.

The Audit Committee meets at least once a year and provides a forum through which the Company's Auditor reports to the Board. The Audit Committee examines the effectiveness of the Company's internal controls, the Annual Report and Financial Statements, the Auditor's remuneration and engagement as well as the Auditor's independence and any non-audit services provided by them. The Audit Committee receives information from the Administrator, the Company Secretary and the Auditor. The Audit Committee has formal written terms of reference, which are available upon request from the Company Secretary.

Remuneration and Nomination Committee

Mr Burns is chairman of the Remuneration and Nomination Committee. Mr Cairns is a member of the Remuneration and Nomination Committee. The function of the Remuneration and Nomination Committee is to consider the remuneration, and the appointment and reappointment, of Directors.

The Company is committed to the principle of diversity and equal opportunities. The Board will continue to review the composition of the Board to ensure it has the appropriate structure, diversity and skills to meet the needs of the Company as it develops.

Shareholders vote on the re-appointment or election of at least one Director at each Annual General Meeting ("AGM"), with every Director's appointment being voted on by Shareholders every three years. Mr Burns will be proposed for re-election at the forthcoming AGM.

Board Meetings

All members of the Board are expected to attend each Board meeting and to arrange their schedules accordingly, although non-attendance may be unavoidable in certain circumstances. Directors' attendance at Board and Committee meetings during the financial year is set out below.

Board Meetings Committee Meetings

Ian Burns (appointed 12 November 2014) 12/13 3/3

Ed McDermott (appointed 12 February 2018) 12/13 2/3

Lance De Jersey (appointed 3 January 2019) 13/13 3/3

Luke Cairns (appointed 3 January 2020) 13/13 3/3

Lorne Abony (appointed 6 January 2016, resigned 15 May 2020) *1/1 *-

*Attendance from 1 April 2020 till date of resignation

Dialogue with Shareholders

The Directors are always available to enter into dialogue with shareholders. All ordinary shareholders will have the opportunity, and indeed are encouraged, to attend (providing any continuing restrictions as a result of the COVID-19 pandemic so allow) and vote at future Annual General Meetings during which the Board will be available to discuss issues affecting the Company.

The Board monitors the trading activity and shareholder profile on a regular basis and maintains contact with the Company's Broker to ascertain the views of shareholders. Shareholder sentiment is also ascertained by the careful monitoring of the premium/discount that the Ordinary Shares are traded at in the market when compared to those experienced by similar companies.

The Company reports formally to shareholders twice a year. Additionally, current information is provided to shareholders on an ongoing basis through the Company website and RNS announcements. The Company Secretary monitors the voting of the shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting.

Litigation

The Company is not engaged in any litigation or claim of material importance, nor, so far as the Directors are aware, is any litigation or claim of material importance pending or threatened against the Company.

Internal Control and Financing

The Board is responsible for establishing and maintaining the Company's system of internal control. Internal control systems are designed to meet the particular needs of the Company and the risks to which it is exposed, and, by their very nature, provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures which have been established to provide effective internal controls are as follows:

· Vistra Fund Services (Guernsey) Limited is responsible for the provision of administration and Company Secretarial duties;

· The Board clearly defines the duties and responsibilities of the service providers and advisers in the terms of their contracts; and

· The Board reviews financial information produced by the Administrator on a regular basis.

The Company does not have an internal audit department. All of the Company's administrative functions are delegated to independent third parties and it is therefore felt that there is no need for the Company to have an internal audit facility.

The Board feels that the procedures employed by the service providers adequately mitigate the risks to which the Company is exposed.

Risk Profile

Financial Risks

The Company's financial instruments comprise investments, cash and cash equivalents, and various items such as receivables and payables that arise directly from the Company's operations.

The main risks arising from holding these financial instruments are market risk (including price risk, currency risk and interest rate risk), credit risk and liquidity risk. Further details are given in note 19 to the financial statements.

Independent Auditor

PricewaterhouseCoopers CI LLP has resigned as auditor to the Company and Grant Thornton Limited was appointed as auditor of the Company effective from 09 December 2020. Grant Thornton has indicated their willingness to act and will be considered for re-appointment at the next AGM.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and Financial Statements for each financial year which give a true and fair view, in accordance with applicable Guernsey law and International Financial Reporting Standards as issued by the international Standards Board, of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing those financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether International Financial Reporting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company transactions, disclose with reasonable accuracy at any time the financial position of the Company and enable

them to ensure that the financial statements comply with the requirements of the Companies (Guernsey) Law, 2008.

They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for the maintenance and integrity of the website on which these financial statements are published. The work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

Legislation in Guernsey governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Disclosure of Information to the Auditor

The Directors who held office at the date of approval of this Report confirm that, so far as they are aware, there is no relevant audit information of which the Company's Auditor is unaware and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

On behalf of the Board

Independent auditor's report

To the members of SEED Innovations Limited

Opinion

We have audited the Financial Statements of SEED Innovations Limited for the year ended 31 March

2021, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB").

In our opinion, the Company's Financial Statements:

 give a true and fair view of the state of the Company's affairs as at 31 March 2021 and of the

 Company's profit for the year then ended;

  are in accordance with IFRSs issued by the IASB; and

  comply with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the Financial Statements' section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in Guernsey, including the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other matter

The Financial Statements of the Company for the year ended 31 March 2020 were audited by another auditor who expressed an unmodified opinion on those financial statements on 25 August 2020.

Our approach to the audit

An overview of the scope of our audit

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the Financial Statements. We consider size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed.

All audit work was performed directly by the audit engagement team. The audit was led from Guernsey and we engaged our internal valuation specialists from our Indian office, who assisted us in auditing the valuation of unquoted investments

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter How our scope addressed the matter

Description  Audit

Disclosures  Our results

Key observations communicated to the Audit Committee

Valuation of unquoted investments (2021: £18.04 million and 2020: £12.43 million)

77% (2020: 93%) of the carrying value of the Company's investments, consist of unquoted investments which are valued using different valuation techniques, as described in Notes 3 e), 4 and 13 to the Financial Statements.

The valuation is subjective, with a high level of judgement and estimation linked to the determination of the fair values. As a result, there is a risk of an inappropriate valuation method being applied, together with the risk of inappropriate inputs to the model/calculation being selected.

The valuation of unquoted investments are the key driver of the Company's net asset value and total return. Incorrect valuation could have a significant impact on the net asset value of the Company and therefore the return generated for shareholders.

Refer to the Report of the Chief Executive Officer, Report of Directors, Accounting policies in Notes 3 e), and Notes 4 and 13 to the Financial Statements for additional information.

Our audit procedures consisted of:

  We updated our understanding of the Company's processes, policies and methodologies, including the use of industry specific measures, and policies for valuing unquoted investments held by the Company and we performed walkthrough tests to assess the design and implementation of key controls;

  We obtained and inspected the valuation models and supporting data to assess whether the data used is appropriate and relevant, and discussed these with management to evaluate whether the fair value of unquoted investments is reasonably stated,

challenging the assumptions made by management;

  We agreed valuation inputs that do not require specialist knowledge to independent sources and tested the arithmetical accuracy of the Company's calculations;

  We agreed the valuation models to the portfolio statement in the Financial Statements;

  For a sample of unquoted investments, we engaged our own internal private equity valuation specialists to:

o assist us to determine whether the methodologies used to value unlisted investments were consistent with methods usually used by market participants for similar types of investments;

o use their knowledge of the market to assess and corroborate management's market related judgements and valuation inputs (i.e. discount rates, EBITDA multiples and comparable data) by reference to comparable transactions, and independently compiled databases/indices; and

o assist us in determining whether the Company's specialists were appropriately qualified and independent.

  Evaluated the appropriateness of the valuation methodologies under IFRS and whether appropriate disclosures were made in the Financial Statements.

We reported to the Audit Committee that, overall, the valuation of the Company's unquoted investments were materially correct, in accordance with IFRS and within our estimated range.

Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the Financial Statements and in forming the opinion in the auditor's report. Materiality was determined as follows:

Financial statements materiality

"Financial statements materiality" is the magnitude of misstatement in the Financial Statements that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of these Financial Statements. We use materiality in determining the nature, timing and extent of our audit work.

Financial statements materiality threshold

We determined materiality for the Company to be £496k which approximates 2% of the Company's total equity. (2020: £355k on 2.5% of the Company's total equity as determined by PricewaterhouseCoopers CI LLP)

Significant judgements made by auditor in determining the materiality

Company total equity provided a basis for determining the nature, timing and extent of risk assessment procedures, identifying and assessing the risk of material misstatement and determining the nature, timing and extent of further audit procedures. We believe that Company's total equity provides us with the best measure of planning materiality as the Company's primary performance measures for internal and external reporting are based on total equity.

Financial Statements materiality for the current year is lower than the level that we determined for the year ended 31 December 2019 to reflect the decrease in the Company's total equity to 31 December 2020.

Performance materiality used to drive the extent of our testing

"Performance" materiality is the application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate uncorrected and undetected misstatements exceeds materiality for the Financial Statements as a whole.

Performance materiality threshold

We determined performance materiality for the Company to be £298k which approximates

60% of Financial Statements materiality.

Significant judgements made by the auditor in determining performance materiality

Based on our assessment, together with our assessment of the Company's overall control environment, our judgement was that the overall performance materiality (i.e. our tolerance for misstatements in an individual account or balance) for the Company should be 60% of materiality. Our objective in adopting this approach was to ensure that total uncorrected and undetected audit differences in the Financial Statements did not exceed our materiality level.

Reporting threshold  "Reporting threshold" is an amount below which we identified misstatements are considered as being clearly trivial.

Threshold for reporting  We agreed with the Audit Committee that we would communicate to them all audit differences in excess of £25k (2020: £17k as determined by PricewaterhouseCoopers CI LLP) which is set at 5% of materiality for the Financial Statements as a whole, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluated uncorrected misstatements against both the quantitative measured of materiality discussed above and considering other relevant qualitative considerations in forming our opinion.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report set out on pages 1 to 12, other than the Financial Statements and our auditor's report thereon. Our opinion on the Financial Statements does not cover the other information and, except to  the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the Financial Statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

  proper accounting records have not been kept by the Company; or

  the Financial Statements are not in agreement with the accounting records; or

 we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

Responsibilities of directors for the Financial Statements

As explained more fully in the directors' responsibilities statement set out on pages 17 to 18, the directors are responsible for the preparation of the Financial Statements which give a true and fair view in accordance with IFRSs, and for such internal control as the directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Auditor's responsibilities for the audit of the Financial Statements (cont.)

 Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the  overall  presentation, structure and  content of  the  Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.