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REGISTERED NUMBER: 12601996 (England and Wales)















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: E Gbenedio
P Andurand
S Rudmann





REGISTERED OFFICE: 27 Albemarle Street
London
W1S 4HZ





REGISTERED NUMBER: 12601996 (England and Wales)





ACCOUNTANTS: Thorne Lancaster Parker
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 10,297,748 11,696,924
Property, plant and equipment 6 27,279 29,916
10,325,027 11,726,840

CURRENT ASSETS
Inventories 19,823 15,586
Debtors 7 766,251 641,494
Cash at bank and in hand 325,934 849,333
1,112,008 1,506,413
CREDITORS
Amounts falling due within one year 8 1,694,307 2,882,995
NET CURRENT LIABILITIES (582,299 ) (1,376,582 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,742,728

10,350,258

CREDITORS
Amounts falling due after more than one year 9 2,700,370 -
NET ASSETS 7,042,358 10,350,258

CAPITAL AND RESERVES
Called up share capital 10 13,237,055 13,237,055
Retained earnings 11 (6,194,697 ) (2,886,797 )
SHAREHOLDERS' FUNDS 7,042,358 10,350,258

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

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


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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 30 January 2024 and were signed on its behalf by:





S Rudmann - Director


GSUKCO LIMITED (REGISTERED NUMBER: 12601996)

NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022


1. STATUTORY INFORMATION

GSUKCO Limited 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 Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

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 3 (2021 - 3 ) .

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 13,489,138 212,074 13,701,212
Additions 154,434 - 154,434
Impairments (90,863 ) - (90,863 )
At 31 December 2022 13,552,709 212,074 13,764,783
AMORTISATION
At 1 January 2022 1,996,433 7,855 2,004,288
Amortisation for year 1,378,335 94,255 1,472,590
Impairments (9,843 ) - (9,843 )
At 31 December 2022 3,364,925 102,110 3,467,035
NET BOOK VALUE
At 31 December 2022 10,187,784 109,964 10,297,748
At 31 December 2021 11,492,705 204,219 11,696,924

6. PROPERTY, PLANT AND EQUIPMENT
Fixtures
Computer Plant and and
equipment machinery fittings Totals
£    £    £    £   
COST
At 1 January 2022 7,630 26,940 224 34,794
Additions 1,769 4,210 - 5,979
At 31 December 2022 9,399 31,150 224 40,773
DEPRECIATION
At 1 January 2022 1,729 3,143 6 4,878
Charge for year 2,872 5,669 75 8,616
At 31 December 2022 4,601 8,812 81 13,494
NET BOOK VALUE
At 31 December 2022 4,798 22,338 143 27,279
At 31 December 2021 5,901 23,797 218 29,916

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 542,654 220,541
Other debtors 13,103 120,424
VAT 16,325 59,499
Prepayments and accrued income 194,169 241,030
766,251 641,494

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 - 635,833
Trade creditors 1,162,285 971,083
Other creditors 5,989 10,337
Directors' loan accounts - 850,990
Accruals and deferred income 526,033 414,752
1,694,307 2,882,995

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2022 2021
£    £   
Other loans - 2-5 years 829,504 -
Shareholder loan 1,870,866 -
2,700,370 -

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: £    £   
456,555 Ordinary £28.9 9 13,237,054 13,237,054
100 Ordinary £0.01 1 1
13,237,055 13,237,055

11. RESERVES
Retained
earnings
£   

At 1 January 2022 (2,886,797 )
Deficit for the year (3,307,900 )
At 31 December 2022 (6,194,697 )

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.