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REGISTERED NUMBER: 11939140 (England and Wales)















Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31 December 2022

for

FIAT FLOW SOLUTIONS LTD.

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)






Contents of the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2022




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 11

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


FIAT FLOW SOLUTIONS LTD.

Company Information
FOR THE YEAR ENDED 31 DECEMBER 2022







DIRECTORS: B P Jeter
J Fraiese
F Ogue





REGISTERED OFFICE: 100 Avebury Boulevard
Milton Keynes
United Kingdom
MK9 1FH





REGISTERED NUMBER: 11939140 (England and Wales)





AUDITORS: Belluzzo Audit Limited
Chartered Accountants and Statutory Auditors
38 Craven Street
London
WC2N 5NG

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Group Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their strategic report of the company and the group for the year ended 31 December 2022.

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 $46,084,430 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 2022 the company's revenue amounted to $442,549,200 compared to $209,172,184 in the previous year. The increase in revenue is mainly driven by a significant increase in trading volumes during 2022.

In terms of business metrics, the volume traded on our platform grew by 15.4% to $ 439,952,000, assets under custody decreased by 35.0% to $50,471,503 as crypto prices fell, and total users grew by 28.8% to 762,784

In May 2022, as economic conditions weakened and the crypto market fell, we carried out a reduction in force, decreasing our headcount by 50% and cutting costs aggressively to put the company on a path to profitability. We ended the year with 142 employees.


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, consolidated operations in Peru;
- New trading pairs;
- New token listings;
- Launched collateralized credits product;
- Integration of Fireblocks to manage crypto operations securely


We continue to carry out an aggressive pricing strategy, being the player with the lowest spread in buying and selling the Argentine and Peruvian markets. On the investment side, our strategies yielded an annual return of 7.35% for users and we deployed new strategies for more tokens, enabling investments in USDC and USDT.


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 YEAR ENDED 31 DECEMBER 2022

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. 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 and mobile-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.

Counterparty Risks

Counterparty risk refers to the risk of financial loss that we may encounter if the other party in a financial transaction fails to fulfill their obligations. This risk is particularly relevant in credit transactions, derivatives, and other financial contracts.Strategies to mitigate counterparty risk include using credit insurance, requiring collateral or guarantees, and structuring contracts to include risk-reducing clauses. Regular monitoring and reviewing of the counterparties' creditworthiness is also carried out.

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Group Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2022


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 Colombia.
We aim to substantially improve our assets under custody through competitive investment rates. We believe that, through the incorporation of additional blockchains like Polygon and RSK for deposit and withdrawals, we will be able to capture a large part of the crypto assets that Latin Americans own.
We will improve our prepaid card offering by enabling payment directly with crypto and improving user experience.
The company will implement a rebranding, changing its image and the way it communicates with users. It will make efforts to extend its investment products, taking advantage of higher yields in the economy.
We have established ourselves as one of the main players in Argentina and plan to gain further market share in Peru and Colombia by the end of 2024 by leveraging our investment product and pricing strategy

In 2023 we carried out the rebranding and the layout of the app. We also launched Buendolar, thanks to an integration with DriveWealth LLC, a US broker-dealer.

ON BEHALF OF THE BOARD:





F Ogue - Director


2 February 2024

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Report of the Directors
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of a digital platform offering crypto-currency exchange services to its users.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2022.

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 YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

B P Jeter
J Fraiese
F Ogue

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 YEAR ENDED 31 DECEMBER 2022


AUDITORS
The auditors, Belluzzo Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





F Ogue - Director


2 February 2024

Report of the Independent Auditors to the Members of
Fiat Flow Solutions Ltd.

Qualified Opinion

We have audited the financial statements of Fiat Flow Solutions limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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).

In our opinion, except for the possible effects of the matters described to in the basis for qualified opinion section of our report, the financial statements:

- give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2022 and of the group's loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion
The group and company hold current asset of $1,307,727 and has current liabilities of $5,965,309 at the year end. We have been unable to satisfy ourselves of the existence and the recoverability of the current assets or ascertain the existence or completeness of the current liability as at 31 December 2022, both of which are stated in the company and consolidated financial statements.

Consequently, we are unable to determine whether any adjustments to these amounts were necessary.

We conducted our audit in accordance with International Standards on Auditing (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 qualified opinion.

Material uncertainty related to going concern
We draw your attention to Note 2 in respect of Going Concern as the company made a loss for the year of $11,034,565 (after adjustments totalling $10,794,741 for provisions against investments in subsidiary undertakings and intercompany debtors) and had net liabilities on its balance sheet of $1,205,433.
As stated in Note 2, the company has raised $1,475,000 in a series funding round in 2022 and a further $1,500,000 in January 2023 and in addition the company has prepared a cashflow forecast. However, the pre-adjustment loss in the current period and the loss in the previous balance sheet period together with the unpredictability and uncertainty inherent in the crypto industry indicates a material uncertainty exists that may cast doubt on the company's ability to continue as a going concern.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of
Fiat Flow Solutions Ltd.


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
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

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.

Except for the matters referred to in our basis for qualified opinion paragraph, we have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you, if in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 five, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

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:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those relating to the reporting framework (United Kingdom Generally Accepted Accounting Practice) and the relevant direct and indirect tax compliance regulations.
- 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:

- 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.



Report of the Independent Auditors to the Members of
Fiat Flow Solutions Ltd.


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.

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.




Tony Castagnetti (Senior Statutory Auditor)
for and on behalf of Belluzzo Audit Limited
Chartered Accountants and Statutory Auditors
38 Craven Street
London
WC2N 5NG

5 February 2024

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Consolidated Income Statement
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
1.5.21
Year Ended to
31.12.22 31.12.21
Notes $    $   

TURNOVER 3 442,230,105 209,172,184

Cost of sales 431,657,513 207,629,614
GROSS PROFIT 10,572,592 1,542,570

Administrative expenses 12,360,047 7,137,647
(1,787,455 ) (5,595,077 )

Other operating income - 255,292
OPERATING LOSS 5 (1,787,455 ) (5,339,785 )

Interest receivable and similar income 143,437 99,743
(1,644,018 ) (5,240,042 )

Interest payable and similar expenses 6 323,230 406
LOSS BEFORE TAXATION (1,967,248 ) (5,240,448 )

Tax on loss 7 286,330 95,703
LOSS FOR THE FINANCIAL YEAR (2,253,578 ) (5,336,151 )
Loss attributable to:
Owners of the parent (2,236,078 ) (5,316,078 )
Non-controlling interests (17,500 ) (20,073 )
(2,253,578 ) (5,336,151 )

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Consolidated Other Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
1.5.21
Year Ended to
31.12.22 31.12.21
Notes $    $   

LOSS FOR THE YEAR (2,253,578 ) (5,336,151 )


OTHER COMPREHENSIVE INCOME
Other movements in reserves (797,393 ) -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(797,393

)

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(3,050,971

)

(5,336,151

)

Total comprehensive income attributable to:
Owners of the parent (3,033,471 ) (5,316,078 )
Non-controlling interests (17,500 ) (20,073 )
(3,050,971 ) (5,336,151 )

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Consolidated Balance Sheet
31 DECEMBER 2022

2022 2021
Notes $    $    $    $   
FIXED ASSETS
Intangible assets 9 2,703,696 3,374,808
Tangible assets 10 281,866 334,258
Investments 11 1,125,105 1,220,505
Investment property 12 - 70,004
4,110,667 4,999,575

CURRENT ASSETS
Stocks 13 701,328 1,286,448
Debtors 14 4,204,922 6,889,550
Cash at bank 6,268,594 4,057,840
11,174,844 12,233,838
CREDITORS
Amounts falling due within one year 15 7,603,487 8,297,288
NET CURRENT ASSETS 3,571,357 3,936,550
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,682,024

8,936,125

CAPITAL AND RESERVES
Called up share capital 16 14,256 13,964
Share premium 17 13,150,538 11,675,330
Other reserves 17 (797,393 ) -
Non Distributable Reserves 17 321,370 -
Retained earnings 17 (5,006,747 ) (2,770,669 )
SHAREHOLDERS' FUNDS 7,682,024 8,918,625

NON-CONTROLLING INTERESTS 18 - 17,500
TOTAL EQUITY 7,682,024 8,936,125

The financial statements were approved by the Board of Directors and authorised for issue on 2 February 2024 and were signed on its behalf by:





F Ogue - Director


FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Company Balance Sheet
31 DECEMBER 2022

2022 2021
Notes $    $    $    $   
FIXED ASSETS
Intangible assets 9 897,553 671,849
Tangible assets 10 273,440 329,444
Investments 11 921,367 1,059,452
Investment property 12 - -
2,092,360 2,060,745

CURRENT ASSETS
Stocks 13 701,328 1,286,448
Debtors 14 2,791,751 9,760,562
Cash at bank 5,653 105,372
3,498,732 11,152,382
CREDITORS
Amounts falling due within one year 15 6,796,525 5,180,865
NET CURRENT (LIABILITIES)/ASSETS (3,297,793 ) 5,971,517
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,205,433

)

8,032,262

CAPITAL AND RESERVES
Called up share capital 16 14,256 13,964
Share premium 17 13,150,538 11,675,330
Non Distributable Reserves 17 321,370 -
Retained earnings 17 (14,691,597 ) (3,657,032 )
SHAREHOLDERS' FUNDS (1,205,433 ) 8,032,262

Company's loss for the financial year (11,034,565 ) (4,406,069 )

The financial statements were approved by the Board of Directors and authorised for issue on 2 February 2024 and were signed on its behalf by:





F Ogue - Director


FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2022

Called up
share Retained Share Other
capital earnings premium reserves
$    $    $    $   
Balance at 1 May 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 -

Changes in equity
Issue of share capital 292 - 1,475,208 -
Total comprehensive income - (2,236,078 ) - (797,393 )
Balance at 31 December 2022 14,256 (5,006,747 ) 13,150,538 (797,393 )
Non
Distributable Non-controlling Total
Reserves Total interests equity
$    $    $    $   
Balance at 1 May 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

Changes in equity
Issue of share capital - 1,475,500 - 1,475,500
Total comprehensive income - (3,033,471 ) (17,500 ) (3,050,971 )
Share Option 321,370 321,370 - 321,370
Balance at 31 December 2022 321,370 7,682,024 - 7,682,024

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Company Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2022

Called up Non
share Retained Share Distributable Total
capital earnings premium Reserves equity
$    $    $    $    $   
Balance at 1 May 2021 13,814 749,037 - - 762,851

Changes in equity
Issue of share capital 150 - 11,675,330 - 11,675,480
Total comprehensive income - (4,406,069 ) - - (4,406,069 )
Balance at 31 December 2021 13,964 (3,657,032 ) 11,675,330 - 8,032,262

Changes in equity
Issue of share capital 292 - 1,475,208 - 1,475,500
Total comprehensive income - (11,034,565 ) - - (11,034,565 )
Share Option - - - 321,370 321,370
Balance at 31 December 2022 14,256 (14,691,597 ) 13,150,538 321,370 (1,205,433 )

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2022

Period
1.5.21
Year Ended to
31.12.22 31.12.21
Notes $    $   
Cash flows from operating activities
Cash generated from operations 1 1,779,974 (7,994,765 )
Interest paid (323,230 ) (406 )
Tax paid (1,784 ) (778,179 )
Net cash from operating activities 1,454,960 (8,773,350 )

Cash flows from investing activities
Purchase of intangible fixed assets (484,018 ) (1,940,552 )
Purchase of tangible fixed assets (31,464 ) (385,115 )
Purchase of fixed asset investments (405,255 ) (1,220,505 )
Purchase of investment property - (15,481 )
Sale of fixed asset investments - (296,226 )
Sale of investment property 70,004 -
Interest received 143,437 99,743
Net cash from investing activities (707,296 ) (3,758,136 )

Cash flows from financing activities
Loan repayments in year - (142,715 )
Amount introduced by directors - 12,410
Amount withdrawn by directors (12,410 ) -
Share issue 292 150
Share premium 1,475,208 11,675,330
Net cash from financing activities 1,463,090 11,545,175

Increase/(decrease) in cash and cash equivalents 2,210,754 (986,311 )
Cash and cash equivalents at beginning of
year

2

4,057,840

5,044,151

Cash and cash equivalents at end of year 2 6,268,594 4,057,840

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 DECEMBER 2022

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Loss before taxation (1,967,248 ) (5,240,448 )
Depreciation charges 548,221 391,567
Loss on disposal of fixed assets - 296,226
Other non cash movement 394,027 5,293
Share options 321,370 -
Finance costs 323,230 406
Finance income (143,437 ) (99,743 )
(523,837 ) (4,646,699 )
Decrease/(increase) in stocks 585,120 (1,110,348 )
Decrease/(increase) in trade and other debtors 2,262,790 (990,360 )
Decrease in trade and other creditors (544,099 ) (1,247,358 )
Cash generated from operations 1,779,974 (7,994,765 )

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:

Year ended 31 December 2022
31.12.22 1.1.22
$    $   
Cash and cash equivalents 6,268,594 4,057,840
Period ended 31 December 2021
31.12.21 1.5.21
$    $   
Cash and cash equivalents 4,057,840 5,044,151


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.22 Cash flow At 31.12.22
$    $    $   
Net cash
Cash at bank and in hand 4,057,840 2,210,754 6,268,594
4,057,840 2,210,754 6,268,594
Total 4,057,840 2,210,754 6,268,594

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2022

1. STATUTORY INFORMATION

Fiat Flow Solutions Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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 2022. 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.

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 YEAR ENDED 31 DECEMBER 2022

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
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

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.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Computer software is being amortised evenly over its estimated useful life of five years.

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 YEAR ENDED 31 DECEMBER 2022

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 year 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 year 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 YEAR ENDED 31 DECEMBER 2022

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 made a loss for the year of $11,034,565 (after adjustments totalling $10,794,741 for provisions against investments in subsidiary undertakings and intercompany debtors) and had net liabilities on its balance sheet of $1,205,433. The directors have considered the cashflow requirements and future performance of the business and have prepared a cashflow forecast. In October 2022, the company successfully raised $1.475m in a funding round and a further $1.5m was raised in January 2023. 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.

Hyperinflation
The company has subsidiaries that operate in a hyperinflationary economy. Consequently the subsidiaries financial statements' comparatives were restated at 1 January 2021 to reflect the impact of the hyperinflation. To ensure consistency and comparability across the group, the group's comparatives have not been restated, instead the impact of the restatement on the group's opening reserves have been included in Other Reserves. This amounted to $650,624.

3. TURNOVER

The turnover and loss 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
Year Ended to
31.12.22 31.12.21
$    $   
Crypto Sales 441,003,033 209,172,184
Other Revenue 1,227,072 -
442,230,105 209,172,184

An analysis of turnover by geographical market is given below:

Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
South America 442,230,105 209,172,184
442,230,105 209,172,184

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

4. EMPLOYEES AND DIRECTORS
Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Wages and salaries 5,991,387 3,765,081
Social security costs 441,880 387,627
6,433,267 4,152,708

The average number of employees during the year was as follows:
Period
1.5.21
Year Ended to
31.12.22 31.12.21

Average number of employees 142 206

The average number of employees by undertakings that were proportionately consolidated during the year was 142 (2021 - 206 ) .

The total compensation paid to key management personnel during the year was $490,360.

Director's remuneration at year ended 31.12.2022 was $nil (31.12.2021:$nil)

The emoluments of the highest paid director for the year ended 31.12.2022 is $nil (31.12.2021:$nil)

5. OPERATING LOSS

The operating loss is stated after charging/(crediting):

Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Other operating leases 65,475 49,454
Depreciation - owned assets 83,856 50,857
Loss on disposal of fixed assets - 296,226
Goodwill amortisation 178,845 183,050
Patents and licences amortisation - 8,172
Computer software amortisation 276,060 149,661
Auditors' remuneration 30,000 30,000
Foreign exchange differences (81,406 ) (3,308,618 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Bank interest 323,230 406

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Current tax:
Foreign Tax 286,330 95,703
Tax on loss 286,330 95,703

UK corporation tax has been charged at 25 % .

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1.5.21
Year Ended to
31.12.22 31.12.21
$    $   
Loss before tax (1,967,248 ) (5,240,448 )
Loss multiplied by the standard rate of corporation tax in the UK of 0 %
(2021 - 0 %)

-

-

Effects of:
Adjustments related to subsidiaries 286,330 95,703
Total tax charge 286,330 95,703

Tax effects relating to effects of other comprehensive income

2022
Gross Tax Net
$    $    $   
Other movements in reserves (797,393 ) - (797,393 )

At the year end there is an unprovided deferred tax asset of $1,400,000.

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 YEAR ENDED 31 DECEMBER 2022

9. INTANGIBLE FIXED ASSETS

Group
Patents
and Computer
Goodwill licences software Totals
$    $    $    $   
COST
At 1 January 2022 3,019,111 38,487 969,555 4,027,153
Additions - - 484,018 484,018
Exchange differences (701,805 ) 223 1,357 (700,225 )
At 31 December 2022 2,317,306 38,710 1,454,930 3,810,946
AMORTISATION
At 1 January 2022 361,895 37,359 253,091 652,345
Amortisation for year 178,845 - 276,060 454,905
At 31 December 2022 540,740 37,359 529,151 1,107,250
NET BOOK VALUE
At 31 December 2022 1,776,566 1,351 925,779 2,703,696
At 31 December 2021 2,657,216 1,128 716,464 3,374,808

Company
Computer
software
$   
COST
At 1 January 2022 807,553
Additions 484,018
At 31 December 2022 1,291,571
AMORTISATION
At 1 January 2022 135,704
Amortisation for year 258,314
At 31 December 2022 394,018
NET BOOK VALUE
At 31 December 2022 897,553
At 31 December 2021 671,849

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

10. TANGIBLE FIXED ASSETS

Group
Fixtures
and
fittings
$   
COST
At 1 January 2022 385,115
Additions 31,464
At 31 December 2022 416,579
DEPRECIATION
At 1 January 2022 50,857
Charge for year 83,856
At 31 December 2022 134,713
NET BOOK VALUE
At 31 December 2022 281,866
At 31 December 2021 334,258

Company
Fixtures
and
fittings
$   
COST
At 1 January 2022 380,128
Additions 25,027
At 31 December 2022 405,155
DEPRECIATION
At 1 January 2022 50,684
Charge for year 81,031
At 31 December 2022 131,715
NET BOOK VALUE
At 31 December 2022 273,440
At 31 December 2021 329,444

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

11. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
$   
COST
At 1 January 2022 1,220,505
Additions 405,255
Exchange differences (533,155 )
Reclassification/transfer 32,500
At 31 December 2022 1,125,105
NET BOOK VALUE
At 31 December 2022 1,125,105
At 31 December 2021 1,220,505
Company
Unlisted
investments
$   
COST
At 1 January 2022 1,059,452
Additions 2,808,036
Impairments (2,946,121 )
At 31 December 2022 921,367
NET BOOK VALUE
At 31 December 2022 921,367
At 31 December 2021 1,059,452

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

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

11. FIXED ASSET INVESTMENTS - continued

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

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

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

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

11. FIXED ASSET INVESTMENTS - continued

Buenfintech SAS
Registered office: Zipaquira, Colombia
Nature of business: Financial and other intermediary services
%
Class of shares: holding
Ordinary 100.00

Divizen Brazil
Registered office: AV Paulista, 37 Floor 4 Room 404D - Bela Vista
Nature of business: Trading
%
Class of shares: holding
Ordinary 100.00


12. INVESTMENT PROPERTY

Group
Total
$   
FAIR VALUE
At 1 January 2022 70,004
Disposals (70,004 )
At 31 December 2022 -
NET BOOK VALUE
At 31 December 2022 -
At 31 December 2021 70,004

13. STOCKS

Group Company
2022 2021 2022 2021
$    $    $    $   
Crypto stock 701,328 1,286,448 701,328 1,286,448

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
$    $    $    $   
Trade debtors - 737 - -
Amounts owed by group undertakings - - 827,648 6,655,757
Other debtors 3,578,924 4,678,421 1,964,103 3,104,805
Tax 397,902 819,740 - -
VAT 228,096 1,390,652 - -
4,204,922 6,889,550 2,791,751 9,760,562

FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2022 2021 2022 2021
$    $    $    $   
Trade creditors 857,884 1,926,286 - 1,855,000
Tax 192,316 329,608 - 192,344
Social security and other taxes 72,989 155,482 - -
Other creditors 2,563,798 1,218,084 2,880,025 37,452
Client money held 3,822,738 3,421,972 3,822,738 3,066,069
Directors' current accounts - 12,410 - -
Accruals and deferred income 93,762 1,233,446 93,762 30,000
7,603,487 8,297,288 6,796,525 5,180,865

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: $    $   
10,366,794 Ordinary 0.0013476 14,256 13,964

During the year 262,775 Series A shares were issued with a nominal value of £0.001.

17. RESERVES

Group
Non
Retained Share Other Distributable
earnings premium reserves Reserves Totals
$    $    $    $    $   

At 1 January 2022 (2,770,669 ) 11,675,330 - - 8,904,661
Deficit for the year (2,236,078 ) (2,236,078 )
Cash share issue - 1,475,208 - - 1,475,208
Other movements in reserves - - (797,393 ) - (797,393 )
Share Option - - - 321,370 321,370
At 31 December 2022 (5,006,747 ) 13,150,538 (797,393 ) 321,370 7,667,768

Company
Non
Retained Share Distributable
earnings premium Reserves Totals
$    $    $    $   

At 1 January 2022 (3,657,032 ) 11,675,330 - 8,018,298
Deficit for the year (11,034,565 ) (11,034,565 )
Cash share issue - 1,475,208 - 1,475,208
Share Option - - 321,370 321,370
At 31 December 2022 (14,691,597 ) 13,150,538 321,370 (1,219,689 )


FIAT FLOW SOLUTIONS LTD. (REGISTERED NUMBER: 11939140)

Notes to the Consolidated Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022

18. NON-CONTROLLING INTERESTS

At the balance sheet date, Minority interests' share of net assets and liabilities in subsidiary undertakings were nil (2022: $17,500).

19. POST BALANCE SHEET EVENTS

Post balance sheet, the failures of Signature Bank and Silicon Valley Bank put significant pressures on global crypto payment rails and caused a temporary depeg of the USDC. This had a significant impact on market confidence and the volume traded on the platform fell in Q2 and Q3. The presidential elections in Argentina and the volatility in the foreign exchange market were a tailwind on trading volumes and revenue, which recovered in Q4

20. BANK GUARANTEE

BTC Trade Srl - a subsidiary company has been a bank guarantee of $18,835 at year end.

21. SHARE OPTIONS

The group operates a number of equity related share based compensation schemes, under which services are received from employees in consideration for equity instruments of the company. The cost of the share based incentives for employees is measured with reference to the fair value of the equity instrument awarded. The cost of the share based incentive is recognised as an expense over the vesting period of the award with a corresponding increase in equity.

During the year the company granted employees the following equity settled share options:
i) 40,393 one-time share options as a bonus. These are not subject to any vesting or cliff periods.
ii) 136,190 share options issued to the employees belonging to the systems engineering department. These are subject to a 4 year vesting period and a 12m cliff period
-The exercise price for both schemes is $0.001.
-The valuation of the share option granted was based on the price per share equivalent $5.71.
-The total expense recognised in the year was $321,370.