REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
GSUKCO LIMITED |
REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
GSUKCO LIMITED |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
CONTENTS OF THE FINANCIAL STATEMENTS |
for the year ended 31 December 2022 |
Page |
Company Information | 1 |
Statement of Financial Position | 2 |
Notes to the Financial Statements | 4 |
GSUKCO LIMITED |
COMPANY INFORMATION |
for the year ended 31 December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
5th Floor |
Palladium House |
1-4 Argyll Street |
London |
W1F 7TA |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
STATEMENT OF FINANCIAL POSITION |
31 December 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 5 |
Property, plant and equipment | 6 |
CURRENT ASSETS |
Inventories |
Debtors | 7 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 9 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings | 11 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
STATEMENT OF FINANCIAL POSITION - continued |
31 December 2022 |
In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS |
for the year ended 31 December 2022 |
1. | STATUTORY INFORMATION |
GSUKCO Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Events income |
Revenue represents the income receivable from the organisation and management of events that occur in the financial period, net of value added tax. |
Revenue is recognised at the fair value of the consideration received or receivable for sale of services to external customers in the ordinary nature of the business. The fair value of the consideration takes into account trade discounts, settlement discounts and volume rebate. |
Income and directly allocable costs arising from events are taken to the profit and loss account in the financial period in which the relevant event take place. Income and directly related costs arising from to be events held at a date subsequent to the balance sheet date are not taken to the profit and loss account and included in the balance sheet as deferred exhibition income and deferred exhibition costs respectively. |
Other income |
All other income relating to media income, sponsorship income and are recognised on an accruals basis and is presented within turnover. |
Merchandise income |
Revenue from merchandise sales is recognised when the goods are dispatched to the customer as it is at that stage when the title of the merchandise passes to the customer. |
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. |
Trademarks and NFT design prototypes are being amortised evenly over their useful life of 10 years. |
Associated costs for patents and trade marks are being amortised over their useful life of 4 years. |
Streaming platform licences are being amortised evenly over their useful life of 4 years. |
Signing fees are being amortised evenly over the term of the contract. |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Computer equipment 33% on cost |
Fixtures and Fittings 33% on cost |
Plant and Machinery 20% on cost |
Stocks |
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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. |
Cash and cash equivalents |
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity date of three months or less. |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
3. | ACCOUNTING POLICIES - continued |
Financial instruments |
a) Basic financial assets |
Trade and other debtors, and bank balances, which are due within one year are initially recognised at transaction price and subsequently carried at amortised cost being the transaction price less any amounts settled and any impairment losses. |
At the end of each reporting period basic financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. |
If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. |
A financial asset is derecognised only when the contractual rights to cash flows expire or are settled, or substantially all the risks and rewards of ownership are transferred to another party, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. |
b) Basic financial liabilities and equity |
Financial liabilities are classified as liabilities and equity instruments 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. |
Trade creditors, and other creditors are initially recognised at transaction price and subsequently carried at amortised cost, being transaction price less any amounts settled. |
Other loans are initially recognised at the transaction price, including transaction costs and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges. |
Basic financial liabilities are derecognised when the contractual obligation is discharged, cancelled or expired. |
c) Equity instruments |
The ordinary share capital of the company is classified as equity and recorded at fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments. |
Going concern |
As described in the profit and loss and balance sheet the company incurred a loss of £3,307,900 and has total net current liabilities of £582,299. |
Accordingly the company is dependant upon the continued support of it's shareholders in order to meet its day to day working capital requirements. The shareholders of the company have indicated that they will continue support for a period of at least one year from the approval date of these financial statements. On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis. |
If the company were unable to continue in operational existence for the foreseeable future, adjustments would have to be made to reduce the balance sheet values of assets to their recoverable amounts, and to provide for further liabilities that might arise, and to reclassify fixed assets and long-term liabilities as current assets and liabilities. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
5. | INTANGIBLE FIXED ASSETS |
Patents |
and | Signing |
licences | fees | Totals |
£ | £ | £ |
COST |
At 1 January 2022 |
Additions |
Impairments | (90,863 | ) | - | (90,863 | ) |
At 31 December 2022 |
AMORTISATION |
At 1 January 2022 |
Amortisation for year |
Impairments | ( |
) | ( |
) |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
6. | PROPERTY, PLANT AND EQUIPMENT |
Fixtures |
Computer | Plant and | and |
equipment | machinery | fittings | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 |
Additions |
At 31 December 2022 |
DEPRECIATION |
At 1 January 2022 |
Charge for year |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Trade debtors |
Other debtors |
VAT |
Prepayments and accrued income |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Other loans |
Trade creditors |
Other creditors |
Directors' loan accounts | - | 850,990 |
Accruals and deferred income |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2022 | 2021 |
£ | £ |
Other loans - 2-5 years |
Shareholder loan | 1,870,866 | - |
On 22 July 2022 the other loans were converted into Floating Rate Secured Convertible Loan Notes which is due to mature on 22 July 2027 with an ability to then convert these loan notes into equity. Interest will be charged at a rate equal to 5% plus the US prime rate from time to time per annum. |
On 22 July 2022 the shareholder loans were converted into Floating Rate Secured Convertible Loan Notes which is due to mature on 22 July 2027 with an ability to then convert these loan notes into equity. Interest will be charged at a rate equal to 5% plus the US prime rate from time to time per annum. |
With regards to the above loan notes, where these loan notes have not been redeemed or repaid in accordance with the terms by 22 July 2027, then the noteholder may convert any outstanding loan notes into fully paid equity: |
(a) on an Equity Fund Raise; or |
(b) on a Change of Control, where an independent third party acquires more than 50% of the company's shares. |
The above loans are secured by way of a fixed charge and floating charge over the assets of the company. |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | £28.9 | 9 | 13,237,054 | 13,237,054 |
Ordinary | £0.01 | 1 | 1 |
13,237,055 | 13,237,055 |
11. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2022 | ( |
) |
Deficit for the year | ( |
) |
At 31 December 2022 | ( |
) |
GSUKCO LIMITED (REGISTERED NUMBER: 12601996) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
for the year ended 31 December 2022 |
12. | EXCEPTIONAL ITEMS |
In the financial year ending December 2022, the company incurred £481,713 non-recurring costs which also encompassed investment capital expenditures not anticipated to repeat in the future. |