REGISTERED NUMBER: 11939140 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
FOR |
FIAT FLOW SOLUTIONS LTD. |
REGISTERED NUMBER: 11939140 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
FOR |
FIAT FLOW SOLUTIONS LTD. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 8 |
Consolidated Income Statement | 12 |
Consolidated Other Comprehensive Income | 13 |
Consolidated Balance Sheet | 14 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 16 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 20 |
FIAT FLOW SOLUTIONS LTD. |
COMPANY INFORMATION |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
38 Craven Street |
London |
WC2N 5NG |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
The directors present their strategic report of the company and the group for the period 1 May 2021 to 31 December 2021. |
REVIEW OF BUSINESS |
The company's success is dependent on the continued provision of a high-quality cryptocurrency exchange platform and ongoing management of the risks it faces. The company will continue to review its position and focus its efforts on achieving maximum growth in the cryptocurrency industry, through extending its trading pairs, product proposition and growing its customer base. The management aims to improve efficiency in all areas of the company's operations through effective cost management. |
At year end the company held crypto stock with a value of $70,066,508 relating to customers via our platform, this is not represented in the accounts as title does not belong to the company. We are focused on maintaining the customer service as our top priority while expanding the business in the future. |
Financial Review |
During 2021 the company's revenue amounted to $209,172,184 compared to $241,387,557 in the previous year. The increase in revenue over eight months on a like for like basis is mainly driven by a significant increase in trading volumes during the first quarter of 2021. |
In terms of our business metrics, we have had a substantial improvement. The Volume Traded on our platform grew by 19%, Assets Under Custody by 166% and Total Users by 82%. |
Our Headcount has grown compared to previous year. On the other hand, we have continued with marketing campaigns for the activation and acquisition of users. |
Strategy |
During the year we have carried out different product initiatives that have impacted on our most relevant metrics and that will lay the foundations for growth in the coming months, among others, the following: |
- Regionalization, starting operations in Peru; |
- New trading pairs; |
- Investments in BTC & ETH; |
- Integration of Nosis and Chainalysis; |
- Prepaid card and crypto cash-backs; |
- Integration of Analytics, 2FA, push notifications, and Intercom chat in our App; |
- Deposits & Withdrawals through Binance Smart Chain. |
We plan to carry out an aggressive pricing strategy, being the players with the lowest spread in buying and selling in the Argentine market. On the investment side, our strategies have yielded an annual return of 11.28% for users, being the highest rate in all Latin America. At the same time we aim to manage costs and risk exposures. |
Key Performance Indicators |
Fiat Flow Solutions uses a range of financial and non-financial indicators so that the directors are able to monitor and measure the current and expected performance of the business with respect to the budget and prior year. |
These KPIs aim to measure the productivity of the business, the company measures the volume of transactions in the platform in USD. Volume of Assets under custody and under management are reviewed and compared against the budget and prior period records.The platform volume is represented in USD. |
Another KPI used is the volume of customers in numbers, a set target is given and expected maintain or increase above this number. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company is primarily, exposed to risks from movement in exchange rates that affect the cash flows arising from financial assets and liabilities. Since the financing of the company is done exclusively from equity, interest rate risk is limited. In addition, the company is also exposed to credit risks related to its financial assets. Due to the limited level of risks inherent in the company's operations, financial risk management aims to manage these risks primarily through regular monitoring of ongoing operational and finance activities, with no active dealing-based risk management. |
Market Risk |
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risk: |
- Foreign currency risk |
- Interest rate risk |
- Price risk |
The fundamentals of the company's financing strategy are established each year by the board of directors. The company's finance department is responsible for implementing the finance policy and the company's risk department is responsible for ongoing risk management. The details of foreign exchange, liquidity and counterparty risk management guidelines are determined and monitored by the company's treasury and risk departments continuously. |
Foreign Currency Risk |
Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risks primarily arise on financial instruments denominated in a currency that is not the functional currency of the company. |
The FX exposure of the company is mostly related to operating activities through revenues, expenses and capital expenditure contracted with vendors in foreign currency. In line with currency risk management objectives, the company holds sufficient amounts of foreign currencies on its bank accounts, the amounts of which are determined considering the balance of short term FX denominated trade payables and trade receivables in order to hedge the currency risk arising in connection with those assets and liabilities (the amounts held in foreign currencies by the company are economic hedges and do not trigger hedge accounting by the company). The gap between the company foreign currency denominated liabilities and assets is not material, therefore changes of the functional currencies' exchange rates would have no significant impact on the profit of the company. |
Interest rate risk |
The company is exposed to limited interest rate fluctuations. This is due to the fact that the financing is done in the form of equity from the shareholders. The company has no long-term loans with fixed or variable rates. |
Operational Risk |
Operational risk is the risk of loss or disruption to the company from inadequate or failed processes or systems, or due to external events. The company operates exclusively on a web-based platform and has well-developed cyber security features enabled to minimise the risk of disruption to operations as well as to protect against loss or damage to clients and their data. |
People Risks |
Our employees are our greatest and most important asset. Our employees are the key to the long term success of our business. Managing staff costs is the focus of our remuneration policy which aims to align remuneration with the long term success of the Firm: we apply the principal of pay for performance balanced with a mechanism of bonus for enhanced performance. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
SECTION 172(1) STATEMENT |
A. Likely consequence of any decision in the long term |
Fiat Flow business model depends on the trust and confidence of its stakeholders to operate sustainably in the long term. The Company seeks to put its clients' best interests first, invests in its employees, operates to be fully compliant with the ongoing regulations, supports the communities in which it operates and strives to generate sustainable profits for shareholders. |
The Directors of Fiat Flow have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006. |
Section 172 considerations are embedded in decision making at Board level and throughout the Company. Issues, factors and stakeholders which the Directors have considered when discharging their duty under section 172(1) as far as our vision, purpose, sustainability pillars and values are set out in the Strategic report, as are the risks facing our organisation and the mitigating action we take, our governance practices, examples of stakeholder engagement and information about our engagement with employees, shareholders and suppliers. |
B. Our people |
Our people are one of our most important assets, the company is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, investors, suppliers, and financial community as a whole. People are at the heart of our services. For our business to succeed we need to manage our people's performance and develop and bring through talent while ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour, so we achieve our goals in the right way. |
C. Business relationships |
Our strategy priorities organic growth driven by the existing clients and originating new clients. We develop and maintain strong client relationships. We value all our suppliers and have multi-year contracts both with our key clients and suppliers. |
D. Community and Environment |
The Company's approach is to act every day to create positive change for the people and communities with which we interact. We want to leverage our experiences and enable colleagues to support the communities around us. |
E. Maintaining a reputation for high standards of business conduct |
The Company has in place Ethics and Whistleblowing policies, both of which are also reviewed periodically in line with the procedures for prevention of conflict of interest and compliance with regulatory guidance. The Company has internal approvals processes that mitigate risk of operation frauds and error, which are regularly monitored by the compliance team. The Company has in place a compliance manual to manage and maintain a reputation for high standards of business conduct. The company acts daily to improve the competence of its employees and expects them to be at the highest level of integrity. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
FUTURE OUTLOOK AND NON-ADJUSTING POST BALANCE SHEET EVENTS |
Looking ahead to the following quarters we will deepen the growth and regionalization campaigns, starting operations in Mexico and bringing to market a global app with KYC Lite. |
We aim to substantially improve our assets under custody and under management through competitive investment rates. We believe that, through the incorporation of Binance Smart Chain for deposits and withdrawals, we will be able to capture a large part of the crypto assets that Latin Americans own. |
We will continue the development of our prepaid card with initiatives to improve user experience, such as: overdrafts, payment with cryptos, commercial alliances, cash-backs. |
We have established ourselves as one of the main players in Argentina and plan to gain further representative market share of Mexico and Peru by the end of 2024 by leveraging mainly on our investment product. Despite this, we believe that the crypto industry in Latin America is evolving very rapidly, generating challenges constantly. |
ON BEHALF OF THE BOARD: |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
The directors present their report with the financial statements of the company and the group for the period 1 May 2021 to 31 December 2021. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the period under review was that of a digital platform offering crypto-currency exchange services to its users. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2021. |
RESEARCH AND DEVELOPMENT |
The group has a structured development programme to develop the crypto trading platform that is specific for the South American economy. Investment in this crypto trading platform development is seen as the key to the company's success. The group continues to utilise its technical expertise to remain at the forefront of innovative technology in the specialist crypto trading platform and it plans to expand the services of this product for a worldwide use. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors who have held office during the period from 1 May 2021 to the date of this report are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these 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; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
AUDITORS |
The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIAT FLOW SOLUTIONS LTD. |
Disclaimer of Opinion |
We were engaged to have audited the financial statements of Fiat Flow Solutions Limited (the ‘parent company’) and its subsidiaries for the period ended 31 December 2021 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice. |
We do not express an opinion on the accompanying financial statements of the group and company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. |
Basis for disclaimer of opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, 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. The group held current assets of $1,286,448 as stock $3,937,850 of debtors and $460,413 of bank at the balance sheet date on which we were unable to satisfy ourselves as to their recoverability and existence. In addition, there were liabilities of $3,421,972 on which we were unable to satisfy ourselves as to their completeness and existence. These balances also existed on the company but the amounts at the balance sheet date we could not satisfy ourselves for the company were $1,286,448 for stock, $3,937,850 for debtors and $3,066,069 for creditors.Within the company itself are group debtors amounting to $1,276,531 where the recoverability is not certain and no provision has been made. |
Consequently, we were unable to determine whether any adjustments to these amounts were necessary. In addition to this, we were unable to audit the profit and loss account of the group due to time constraints imposed by Companies House and as such, we could not complete the level of audit testing required in order to be satisfied in giving an opinion. |
Conclusions relating to going concern |
We are unable to conclude on the appropriateness of the going concern on the financial statements as a whole. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. 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. |
Opinions on other matters prescribed by the Companies Act 2006 |
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an In our opinion, whether based on the work undertaken in the course of the audit: |
- the information given in the strategic report and directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the strategic report and directors’ report have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIAT FLOW SOLUTIONS LTD. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report. Arising from the limitation of our work referred to above: |
- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
- we were unable to determine whether adequate accounting records have been kept. |
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: |
- returns adequate for our audit have not been received from branches not visited by us; or |
- the financial statements are not in agreement with the accounting records and returns; or |
- certain disclosures of directors’ remuneration specified by law are not made. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIAT FLOW SOLUTIONS LTD. |
Auditors' 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 a Report of the Auditors 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 (UK) 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and |
-other management, and from our commercial knowledge and experience of the sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation and employment legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- enquiring of management as to actual and potential litigation and claims; |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FIAT FLOW SOLUTIONS LTD. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
38 Craven Street |
London |
WC2N 5NG |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONSOLIDATED INCOME STATEMENT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
Notes | $ | $ |
TURNOVER | 3 | 209,172,184 | 241,387,557 |
Cost of sales | 207,629,614 | 232,825,062 |
GROSS PROFIT | 1,542,570 | 8,562,495 |
Administrative expenses | 7,137,647 | 6,800,564 |
(5,595,077 | ) | 1,761,931 |
Other operating income | 255,292 | 1,635,975 |
OPERATING (LOSS)/PROFIT | 5 | (5,339,785 | ) | 3,397,906 |
Interest receivable and similar income | 99,743 | 48,448 |
(5,240,042 | ) | 3,446,354 |
Interest payable and similar expenses | 6 | 406 | - |
(LOSS)/PROFIT BEFORE TAXATION | (5,240,448 | ) | 3,446,354 |
Tax on (loss)/profit | 7 | 95,703 | 163,248 |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (5,316,078 | ) | 2,421,365 |
Non-controlling interests | (20,073 | ) | 861,741 |
(5,336,151 | ) | 3,283,106 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
Notes | $ | $ |
(LOSS)/PROFIT FOR THE PERIOD | (5,336,151 | ) | 3,283,106 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(5,336,151 |
) |
3,283,106 |
Total comprehensive income attributable to: |
Owners of the parent | (5,316,078 | ) | 3,245,533 |
Non-controlling interests | (20,073 | ) | 37,573 |
(5,336,151 | ) | 3,283,106 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONSOLIDATED BALANCE SHEET |
31 DECEMBER 2021 |
2021 | 2021 |
Notes | $ | $ | $ | $ |
FIXED ASSETS |
Intangible assets | 9 | 3,374,808 | 1,775,139 |
Tangible assets | 10 | 334,258 | - |
Investments | 11 | 1,220,505 | - |
Investment property | 12 | 70,004 | 59,643 |
4,999,575 | 1,834,782 |
CURRENT ASSETS |
Stocks | 13 | 1,286,448 | 176,100 |
Debtors | 14 | 6,889,550 | 5,079,450 |
Cash at bank and in hand | 4,057,840 | 5,044,151 |
12,233,838 | 10,299,701 |
CREDITORS |
Amounts falling due within one year | 15 | 8,297,288 | 9,537,687 |
NET CURRENT ASSETS | 3,936,550 | 762,014 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
8,936,125 |
2,596,796 |
CAPITAL AND RESERVES |
Called up share capital | 17 | 13,964 | 13,814 |
Share premium | 18 | 11,675,330 | - |
Retained earnings | 18 | (2,770,669 | ) | 2,545,409 |
SHAREHOLDERS' FUNDS | 8,918,625 | 2,559,223 |
NON-CONTROLLING INTERESTS | 19 | 17,500 | 37,573 |
TOTAL EQUITY | 8,936,125 | 2,596,796 |
The financial statements were approved by the Board of Directors and authorised for issue on 4 November 2023 and were signed on its behalf by: |
F Ogue - Director |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
COMPANY BALANCE SHEET |
31 DECEMBER 2021 |
2021 | 2021 |
Notes | $ | $ | $ | $ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
Investment property | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Share premium | 18 |
Retained earnings | 18 | ( |
) |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year | (4,406,069 | ) | 624,993 |
The financial statements were approved by the Board of Directors and authorised for issue on |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Called up |
share | Retained | Share |
capital | earnings | premium |
$ | $ | $ |
Balance at 1 May 2020 | 13,814 | 124,044 | - |
Changes in equity |
Total comprehensive income | - | 2,421,365 | - |
Balance at 30 April 2021 | 13,814 | 2,545,409 | - |
Changes in equity |
Issue of share capital | 150 | - | 11,675,330 |
Total comprehensive income | - | (5,316,078 | ) | - |
Balance at 31 December 2021 | 13,964 | (2,770,669 | ) | 11,675,330 |
Non-controlling | Total |
Total | interests | equity |
$ | $ | $ |
Balance at 1 May 2020 | 137,858 | - | 137,858 |
Changes in equity |
Total comprehensive income | 2,421,365 | 37,573 | 2,458,938 |
Balance at 30 April 2021 | 2,559,223 | 37,573 | 2,596,796 |
Changes in equity |
Issue of share capital | 11,675,480 | - | 11,675,480 |
Total comprehensive income | (5,316,078 | ) | (20,073 | ) | (5,336,151 | ) |
Balance at 31 December 2021 | 8,918,625 | 17,500 | 8,936,125 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
$ | $ | $ | $ |
Balance at 1 May 2020 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 30 April 2021 |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 December 2021 | ( |
) |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
Notes | $ | $ |
Cash flows from operating activities |
Cash generated from operations | 1 | (7,994,765 | ) | (2,779,026 | ) |
Interest paid | (406 | ) | - |
Tax paid | (778,179 | ) | - |
Net cash from operating activities | (8,773,350 | ) | (2,779,026 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (1,940,552 | ) | (289,397 | ) |
Purchase of tangible fixed assets | (385,115 | ) | - |
Purchase of fixed asset investments | (1,220,505 | ) | - |
Purchase of investment property | (15,481 | ) | - |
Sale of fixed asset investments | (296,226 | ) | - |
Acquisition of subsidiary undertakings | - | (502,333 | ) |
Bank balances acquired with subsidiaries | - | 8,423,744 |
Interest received | 99,743 | 48,448 |
Net cash from investing activities | (3,758,136 | ) | 7,680,462 |
Cash flows from financing activities |
New loans in year | - | 142,715 |
Loan repayments in year | (142,715 | ) | - |
Amount introduced by directors | 12,410 | - |
Share issue | 150 | - |
Share premium | 11,675,330 | - |
Net cash from financing activities | 11,545,175 | 142,715 |
(Decrease)/increase in cash and cash equivalents | (986,311 | ) | 5,044,151 |
Cash and cash equivalents at beginning of period |
2 |
5,044,151 |
- |
Cash and cash equivalents at end of period |
2 |
4,057,840 |
5,044,151 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
(Loss)/profit before taxation | (5,240,448 | ) | 3,446,354 |
Depreciation charges | 391,567 | 311,462 |
Loss on disposal of fixed assets | 296,226 | - |
Impairment of goodwill | - | 7,079,669 |
Other non cash movement | 5,293 | - |
Finance costs | 406 | - |
Finance income | (99,743 | ) | (48,448 | ) |
(4,646,699 | ) | 10,789,037 |
Increase in stocks | (1,110,348 | ) | (176,100 | ) |
Increase in trade and other debtors | (990,360 | ) | (3,237,689 | ) |
Decrease in trade and other creditors | (1,247,358 | ) | (10,154,274 | ) |
Cash generated from operations | (7,994,765 | ) | (2,779,026 | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 December 2021 |
31.12.21 | 1.5.21 |
$ | $ |
Cash and cash equivalents | 4,057,840 | 5,044,151 |
Year ended 30 April 2021 |
30.4.21 | 1.5.20 |
$ | $ |
Cash and cash equivalents | 5,044,151 | - |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.5.21 | Cash flow | At 31.12.21 |
$ | $ | $ |
Net cash |
Cash at bank and in hand | 5,044,151 | (986,311 | ) | 4,057,840 |
5,044,151 | (986,311 | ) | 4,057,840 |
Debt |
Debts falling due within 1 year | (142,715 | ) | 142,715 | - |
(142,715 | ) | 142,715 | - |
Total | 4,901,436 | (843,596 | ) | 4,057,840 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
1. | STATUTORY INFORMATION |
Fiat Flow Solutions Ltd. is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. The functional currency is US Dollars. |
Basis of consolidation |
In the parent company financial statements, the cost of a business combination is the fair value at the date |
acquisition. The excess of the cost of a business combination over the fair value of the identifiable assets, |
liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. |
The consolidated financial statements incorporate those of Fiat Flow Solutions Limited and of its subsidiary |
(i.e. entity that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
All financial statements are made up to 31 December 2021. Where necessary, adjustments are made to the |
financial statement of subsidiary to bring the accounting policies used into line with those used by other members of the group. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are |
eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. |
Due to business combination this is the first year of consolidation. |
Related party exemption |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Significant judgements and estimates |
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported for revenues and expenses during the year. |
Critical accounting estimates and assumptions |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is recognised when the right to receive payment is established. When trading on behalf of clients, including affiliated companies, revenues include the commissions earned from contracts for differences (CFDs), stocks and crypto assets, and any execution costs deducted by the broker. |
Revenue comprises of the fair value consideration received or receivable for the provision of services in the ordinary course of the company's activities. The company recognises revenue when: |
- the amount of revenue can be reliably measured |
- it is probable that future economic benefits will flow to the entity |
- and specific criteria have been met for each of the company's activities |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life of 5 years. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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 statement of financial position 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. |
Basic financial assets |
Basic financial assets, which include trade and other receivables 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 receivables within one year are not amortised. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
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 trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Trade payables 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 payments is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
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. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Investment in subsidiaries |
Investments in subsidiaries are initially recognised at cost. And at the end of each year, they are reviewed and a provision is made on impairments as necessary. |
Going concern |
The company successfully raised $11m in a funding round in July 2021 and the directors continue to seek additional funding from investors. The directors have considered the future performance of the business and have prepared a cashflow forecast. They are satisfied the company will continue operating and will be able to meet its liabilities as the fall due, for a period of 12 months from the date the accounts are signed. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. |
3. | TURNOVER |
The turnover and loss (2021 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
OTC Crypto Sales | 38,618,754 | 30,411,841 |
Platform Crypto Sales | 170,553,430 | 210,930,888 |
Other subsidiary sales | - | 44,828 |
209,172,184 | 241,387,557 |
An analysis of turnover by geographical market is given below: |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
South America | 209,172,184 | 241,387,557 |
209,172,184 | 241,387,557 |
Turnover mainly includes the sales from parent company, the sales from subsidiaries are not material. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
4. | EMPLOYEES AND DIRECTORS |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
Wages and salaries | 3,765,081 | 997,931 |
Social security costs | 387,627 | 157,038 |
4,152,708 | 1,154,969 |
The average number of employees during the period was as follows: |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
Average number of employees |
The average number of employees by undertakings that were proportionately consolidated during the period was 206 (2021 - 44 ) . |
Director's remuneration at year ended 31.12.2021 was nil (30.04.2021:$256,975) |
The emoluments of the highest paid director for the year ended 31.12.2021 is nil (30.04.2021:$256,975) |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging/(crediting): |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
Other operating leases | 49,454 | 28,630 |
Depreciation - owned assets | 50,857 | - |
Loss on disposal of fixed assets | 296,226 | - |
Goodwill amortisation | 183,050 | 178,845 |
Patents and licences amortisation | 8,172 | 29,187 |
Computer software amortisation | 149,661 | 103,430 |
Auditors' remuneration | 30,000 | 34,873 |
Foreign exchange differences | (3,308,618 | ) | (6,978,307 | ) |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
Bank interest | 406 | - |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the period was as follows: |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
Current tax: |
UK corporation tax | - | 163,248 |
Foreign Tax | 95,703 | - |
Tax on (loss)/profit | 95,703 | 163,248 |
UK corporation tax was charged at 19 %) in 2021. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
1.5.21 |
to | Year Ended |
31.12.21 | 30.4.21 |
$ | $ |
(Loss)/profit before tax | (5,240,448 | ) | 3,446,354 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 0 % (2021 - 19 %) |
- |
654,807 |
Effects of: |
Expenses not deductible for tax purposes | - | 40,111 |
Capital allowances in excess of depreciation | - | (26,628 | ) |
Adjustments related to subsidiaries | 95,703 | (505,042 | ) |
Total tax charge | 95,703 | 163,248 |
At the year end there is an unprovided deferred tax asset of $1,300,000. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and | Computer |
Goodwill | licences | software | Totals |
$ | $ | $ | $ |
COST |
At 1 May 2021 | 1,797,204 | 38,487 | 250,910 | 2,086,601 |
Additions | 1,221,907 | - | 718,645 | 1,940,552 |
At 31 December 2021 | 3,019,111 | 38,487 | 969,555 | 4,027,153 |
AMORTISATION |
At 1 May 2021 | 178,845 | 29,187 | 103,430 | 311,462 |
Amortisation for period | 183,050 | 8,172 | 149,661 | 340,883 |
At 31 December 2021 | 361,895 | 37,359 | 253,091 | 652,345 |
NET BOOK VALUE |
At 31 December 2021 | 2,657,216 | 1,128 | 716,464 | 3,374,808 |
At 30 April 2021 | 1,618,359 | 9,300 | 147,480 | 1,775,139 |
Company |
Computer |
software |
$ |
COST |
At 1 May 2021 |
Additions |
At 31 December 2021 |
AMORTISATION |
At 1 May 2021 |
Amortisation for period |
At 31 December 2021 |
NET BOOK VALUE |
At 31 December 2021 |
At 30 April 2021 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and |
fittings |
$ |
COST |
Additions | 385,115 |
At 31 December 2021 | 385,115 |
DEPRECIATION |
Charge for period | 50,857 |
At 31 December 2021 | 50,857 |
NET BOOK VALUE |
At 31 December 2021 | 334,258 |
Company |
Fixtures |
and |
fittings |
$ |
COST |
Additions |
At 31 December 2021 |
DEPRECIATION |
Charge for period |
At 31 December 2021 |
NET BOOK VALUE |
At 31 December 2021 |
11. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
$ |
COST |
Additions | 1,220,505 |
At 31 December 2021 | 1,220,505 |
NET BOOK VALUE |
At 31 December 2021 | 1,220,505 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
11. | FIXED ASSET INVESTMENTS - continued |
Company |
Unlisted |
investments |
$ |
COST |
At 1 May 2021 |
Additions |
At 31 December 2021 |
NET BOOK VALUE |
At 31 December 2021 |
At 30 April 2021 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Nospread Tecnologia Srl |
Registered office: Av. Corrientes 420, Piso 3, CABA. |
Nature of business: Financial and other intermediary services |
% |
Class of shares: | holding |
Ordinary | 90.00 |
BTC Trade SRL |
Registered office: Av. Corrientes 420, Piso 3, CABA. |
Nature of business: Intermediary services to parent |
% |
Class of shares: | holding |
Ordinary | 90.00 |
Buenbit SAC |
Registered office: Cal. Estados Unidos Nro. 155 Dpto. 204 Fnd. Oyague (Altura Cuadra 19 Av. Brasil) |
Nature of business: Intermediary services |
% |
Class of shares: | holding |
Ordinary | 95.00 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
11. | FIXED ASSET INVESTMENTS - continued |
Net assets acquired at fair value |
BKR Argentina SA $ |
Tangible Fixed Assets | 4,583 |
Intangible Fixed assets | 26,522 |
Debtors | 346,242 |
Cash in bank and hand | 151,744 |
Creditors | -527,780 |
1,311 |
at acquisition % | 100% |
Goodwill | 1,221,907 |
Date of acquisition | 16/06/21 |
Goodwill on additional subsidiaries acquired during the year was deemed to be negligible. On this basis, an analysis of net assets acquired at fair value has not been provided. |
BKR Argentina S.A. |
Registered office: Suipacha 1111, Piso 18, CABA. |
Nature of business: Financial Services - Prepaid Card |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Descentralizado S.A.S. |
Registered office: Suipacha 1111, Piso 18, CABA. |
Nature of business: Intermediate Holding co. |
% |
Class of shares: | holding |
Ordinary | 90.00 |
Divizen S.A.S (ex Ahorremos S.A.S) |
Registered office: Av. Corrientes 420, Piso 3, CABA. |
Nature of business: Not trading |
% |
Class of shares: | holding |
Ordinary | 90.00 |
Soluciones DEFI S.R.L |
Registered office: Av. Corrientes 420, Piso 3, CABA. |
Nature of business: Not trading |
% |
Class of shares: | holding |
Ordinary | 90.00 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
11. | FIXED ASSET INVESTMENTS - continued |
Buengroup S.A.U (BGS) |
Registered office: Av. Corrientes 420, Piso 3, CABA. |
Nature of business: Intermediate Holding company |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Buengiro S.A. de CV |
Registered office: Sur 105, Ciudad de Mexico. |
Nature of business: Financial and other intermediary services |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Buenfintech SAS |
Registered office: Zipaquira, Colombia |
Nature of business: Financial and other intermediary services |
% |
Class of shares: | holding |
Ordinary | 100.00 |
NUM |
Registered office: P.O. Box 958, Pasea Estate, Road Town, Tortola British Virgin Island |
Nature of business: Not trading |
% |
Class of shares: | holding |
Ordinary | 100.00 |
12. | INVESTMENT PROPERTY |
Group |
Total |
$ |
FAIR VALUE |
At 1 May 2021 | 59,643 |
Additions | 15,481 |
Exchange differences | (5,120 | ) |
At 31 December 2021 | 70,004 |
NET BOOK VALUE |
At 31 December 2021 | 70,004 |
At 30 April 2021 | 59,643 |
The investment property was valued at the balance sheet date by the directors. |
13. | STOCKS |
Group | Company |
2021 | 2021 | 2021 | 2021 |
$ | $ | $ | $ |
Crypto stock | 1,286,448 | 176,100 | 1,286,448 | 176,100 |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2021 | 2021 | 2021 | 2021 |
$ | $ | $ | $ |
Trade debtors | 737 | 47,398 |
Amounts owed by group undertakings | - | - |
Other debtors | 4,678,421 | 4,441,056 |
Unpaid share capital | - | 13,814 | - | 13,814 |
Other debtors - subsidiary | - | 577,182 | - | - |
Tax | 819,740 | - |
VAT | 1,390,652 | - |
6,889,550 | 5,079,450 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2021 | 2021 | 2021 | 2021 |
$ | $ | $ | $ |
Other loans (see note 16) | - | 142,715 |
Trade creditors | 1,926,286 | 168,480 |
Tax | 329,608 | 192,344 |
Social security and other taxes | 155,482 | - |
Other creditors | 1,218,084 | 675,542 |
Client money held | 3,421,972 | 2,461,810 | 3,066,069 | 2,276,651 |
Directors' current accounts | 12,410 | - | - | - |
Accruals and deferred income | 1,233,446 | 5,896,796 |
8,297,288 | 9,537,687 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
2021 | 2021 |
$ | $ |
Amounts falling due within one year or on | demand: |
Other loans | - | 142,715 |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2021 | 2021 |
value: | $ | $ |
Ordinary | 0.00138 | 13,964 | 13,814 |
During the year 10,000 Ordinary £1 shares were redesignated to 10,000,000 Ordinary 0.001p shares. In addition there was share buyback of 1,830,000 Ordinary 0.001p shares which were unpaid and cancelled.. |
The company then issued a further 1,934,019 Ordinary 0.001p shares at a premium of $11,675,330. |
FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 MAY 2021 TO 31 DECEMBER 2021 |
18. | RESERVES |
Group |
Retained | Share |
earnings | premium | Totals |
$ | $ | $ |
At 1 May 2021 | 2,545,409 | - | 2,545,409 |
Deficit for the period | (5,316,078 | ) | (5,316,078 | ) |
Cash share issue | - | 11,675,330 | 11,675,330 |
At 31 December 2021 | (2,770,669 | ) | 11,675,330 | 8,904,661 |
Company |
Retained | Share |
earnings | premium | Totals |
$ | $ | $ |
At 1 May 2021 | 749,037 |
Deficit for the period | ( |
) | ( |
) |
Cash share issue | - | 11,675,330 | 11,675,330 |
At 31 December 2021 | ( |
) | 8,018,298 |
19. | NON-CONTROLLING INTERESTS |
At the balance sheet date, Minority interests' share of net assets and liabilities in subsidiary undertakings were $17,500 (2021: $37,527). |
20. | POST BALANCE SHEET EVENTS |
Post balance sheet, the company faced challenges due to various events of global significance. Notable among these were the declines in the values of the UST and LUNA tokens, both associated with the Terra Foundation. Additionally, the bankruptcy of FTX at the close of 2022 and the subsequent failure of Silicon Valley Bank in the first quarter of 2023 had a substantial impact on our operations. These events occurred during months characterized by lower levels of base trading activity. |
21. | BANK GUARANTEE |
BTC Trade Srl - a subsidiary company has been a bank guarantee of 2,141,808 Argentinian pesos at year end. |