Company Registration No. 07680684 (England and Wales)
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,153
1,695
Tangible assets
4
197,010
86,468
Investments
5
1
1
198,164
88,164
Current assets
Debtors
7
613,752
1,327,348
Cash at bank and in hand
94,321
95,143
708,073
1,422,491
Creditors: amounts falling due within one year
8
(3,557,300)
(675,505)
Net current (liabilities)/assets
(2,849,227)
746,986
Total assets less current liabilities
(2,651,063)
835,150
Capital and reserves
Called up share capital
10
1,000
1,000
Capital redemption reserve
125
125
Other reserves
1,159,419
1,087,725
Profit and loss reserves
(3,811,607)
(253,700)
Total equity
(2,651,063)
835,150
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 2 November 2023 and are signed on its behalf by:
A Henning
Director
Company Registration No. 07680684
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Magnopus Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 20 High Street, St.Albans, England, AL3 4EL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The Directors have considered the resources available for the company to continue operational existence. In the year ended 31st December 2022 the company achieved a loss before tax of £4,094,162 and had a balance sheet deficit of £2,651,063. These losses have continued into 2023 with forecast losses expected to be in the region of £1m. The company recharges costs to its parent entity at commercial arms length rates and as such the company is reliant on the support of its parent entity for its continued activity. Such support is dependent upon the parent entity completing a continuing round of fundraising, the next round is expected to take place during Q3 2024. Although the Directors believe the parent entity will be able to provide sufficient support to the company for the foreseeable future there is a material uncertainty until the round of fundraising is completed. Nevertheless the directors have adopted the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Website Development
10 years straight line
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Plant and equipment
4 years straight line
Fixtures and fittings
4 years straight line
Computers
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black-scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
51
40
3
Intangible fixed assets
Website Development
£
Cost
At 1 January 2022 and 31 December 2022
5,417
Amortisation and impairment
At 1 January 2022
3,722
Amortisation charged for the year
542
At 31 December 2022
4,264
Carrying amount
At 31 December 2022
1,153
At 31 December 2021
1,695
4
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2022
113,393
271,632
367,363
752,388
Additions
24,708
160,149
184,857
Disposals
(95,348)
(182,000)
(123,384)
(400,732)
At 31 December 2022
18,045
114,340
404,128
536,513
Depreciation and impairment
At 1 January 2022
113,393
271,632
280,895
665,920
Depreciation charged in the year
3,125
71,190
74,315
Eliminated in respect of disposals
(95,348)
(182,000)
(123,384)
(400,732)
At 31 December 2022
18,045
92,757
228,701
339,503
Carrying amount
At 31 December 2022
21,583
175,427
197,010
At 31 December 2021
-
-
86,468
86,468
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
5
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
1
1
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2022 & 31 December 2022
1
Carrying amount
At 31 December 2022
1
At 31 December 2021
1
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Rewind Production Ltd
20 High Street, St.Albans, AL3 4EL, United Kingdom
Video game production
Ordinary
100.00
7
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
197,550
Corporation tax recoverable
536,127
371,860
Amounts owed by group undertakings
643,756
Other debtors
49,306
70,707
Prepayments and accrued income
28,319
43,475
613,752
1,327,348
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
8
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
27,564
34,965
Amounts owed to group undertakings
3,176,738
Taxation and social security
124,130
80,541
Other creditors
15,954
123,644
Accruals and deferred income
212,914
436,355
3,557,300
675,505
9
Share-based payment transactions
There is an equity-settled share option scheme in place for certain employees of the company. The options are over shares in the ultimate parent company.
Number of share options
Weighted average exercise price
2022
2021
2022
2021
Number
Number
£
£
Outstanding at 1 January 2022
601,121
0.25
Granted
546,253
601,121
0.25
0.25
Outstanding at 31 December 2022
1,147,374
601,121
0.25
0.25
Exercisable at 31 December 2022
352,503
0.25
The options outstanding at 31 December 2022 had an exercise price ranging from $0.245 to $0.26, and a remaining contractual life of between 2 and 4 years.
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.
Inputs were as follows:
2022
2021
Weighted average share price
0.25
0.25
Weighted average exercise price
0.25
0.25
Expected volatility
54.53
54.49
Expected life
5.76
5.68
Risk free rate
2.21
1.94
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
9
Share-based payment transactions
(Continued)
- 9 -
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £71,694 (2021 - £-) which related to equity settled share based payment transactions.
10
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
Within one year
74,000
74,000
Between two and five years
71,973
146,175
145,973
220,175
12
Related party transactions
Included within other creditors are amounts of £Nil (2021: £108,322) due to the directors of the company.
13
Parent company
The immediate parent company is Magnopus LLC, a company incorporated in the USA with registered office at 523 West 6th Street, Suite 330, Los Angeles, 90014, USA.
The ultimate parent company is Magnopus Holdings Inc., a company incorporated in the USA with registered office at 523 West 6th Street, Suite 330, Los Angeles, 90014, USA.
MAGNOPUS LTD
(PREVIOUSLY KNOWN AS REWIND FX LIMITED)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Material uncertainty relating to going concern
We draw attention to Note 1.2 in the financial statements which indicates that the company is reliant on the support of the parent company to continue as a going concern. The next fundraising round is expected to take place in Q3 2024. However as this is not guaranteed, there is uncertainty over the ability of the parent entity to continue to support the company. As such a material uncertainty exists that may cause a significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The senior statutory auditor was Russell Cooper.
The auditor was HW Fisher LLP.
2022-12-312022-01-01false03 November 2023CCH SoftwareCCH Accounts Production 2023.100No description of principal activityThis audit opinion is unqualifiedM AllenA HenningL V LuuS RogersK SaryanB Grossmann076806842022-01-012022-12-31076806842022-12-31076806842021-12-3107680684core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3107680684core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-12-3107680684core:PlantMachinery2022-12-3107680684core:FurnitureFittings2022-12-3107680684core:ComputerEquipment2022-12-3107680684core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3107680684core:CurrentFinancialInstrumentscore:WithinOneYear2021-12-3107680684core:CurrentFinancialInstruments2022-12-3107680684core:CurrentFinancialInstruments2021-12-3107680684core:ShareCapital2022-12-3107680684core:ShareCapital2021-12-3107680684core:CapitalRedemptionReserve2022-12-3107680684core:CapitalRedemptionReserve2021-12-3107680684core:OtherMiscellaneousReserve2022-12-3107680684core:OtherMiscellaneousReserve2021-12-3107680684core:RetainedEarningsAccumulatedLosses2022-12-3107680684core:RetainedEarningsAccumulatedLosses2021-12-3107680684bus:Director22022-01-012022-12-3107680684core:IntangibleAssetsOtherThanGoodwill2022-01-012022-12-3107680684core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-01-012022-12-3107680684core:PlantMachinery2022-01-012022-12-3107680684core:FurnitureFittings2022-01-012022-12-3107680684core:ComputerEquipment2022-01-012022-12-31076806842021-01-012021-12-3107680684core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-12-3107680684core:PlantMachinery2021-12-3107680684core:FurnitureFittings2021-12-3107680684core:ComputerEquipment2021-12-31076806842021-12-3107680684core:Subsidiary12022-01-012022-12-3107680684core:Subsidiary112022-01-012022-12-31076806842020-12-3107680684core:WithinOneYear2021-12-3107680684core:BetweenTwoFiveYears2021-12-3107680684bus:PrivateLimitedCompanyLtd2022-01-012022-12-3107680684bus:SmallCompaniesRegimeForAccounts2022-01-012022-12-3107680684bus:FRS1022022-01-012022-12-3107680684bus:Audited2022-01-012022-12-3107680684bus:Director12022-01-012022-12-3107680684bus:Director32022-01-012022-12-3107680684bus:Director42022-01-012022-12-3107680684bus:Director52022-01-012022-12-3107680684bus:Director62022-01-012022-12-3107680684bus:FullAccounts2022-01-012022-12-31xbrli:purexbrli:sharesiso4217:GBP