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Directors |
Gopal Kutwaroo (Appointed 10 June 2024) |
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Robert Boylan Gaddy (Appointed 10 June 2024) |
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Marc Greenspan (Resigned 10 June 2024) |
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Howard Block (Appointed 27 January 2023, Resigned 10 June 2024) |
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Justin Holbrook (Resigned 27 January 2023) |
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Steven Gilroy (Appointed 27 January 2023, Resigned 30 September 2023) |
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Company Registration Number |
10808332 |
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Registered Office and Business Address |
4 Beaconsfield Road |
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St Albans |
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AL1 3RD |
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England |
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Independent Auditors |
Quarter |
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Chartered Accountants and Statutory Auditors |
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St.Annes House |
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Cathedral Quarter |
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15 Church Street |
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Belfast |
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Antrim |
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BT1 1PG |
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Solicitors |
Condon Tobin |
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8080 Park Lane |
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Suite 700 |
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Dallas |
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Texas |
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75231 |
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United States |
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2. |
Summary of Significant Accounting Policies |
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The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements. |
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Statement of compliance |
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The financial statements of the company for the financial year ended 31 December 2023 have been prepared in accordance with the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) issued by the Financial Reporting Council and in accordance with the Companies Act 2006. |
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Basis of preparation |
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The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. |
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Cash flow statement |
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The company has availed of the exemption in FRS 102 from the requirement to prepare a Statement of Cash Flows because it is classified as a small company. |
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Consolidated accounts |
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The company is entitled to the exemption in Section 400 of the Companies Act 2006 from the obligation to prepare group accounts. |
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Finance Costs |
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Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
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Investments |
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Investments held as fixed assets are stated at cost less provision for any permanent diminution in value. Income from other investments together with any related tax credit is recognised in the Income Statement in the financial year in which it is receivable. |
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Trade and other receivables |
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Trade and other receivables are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts. |
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Borrowing costs |
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Borrowing costs relating to the acquisition of assets are capitalised at the appropriate rate by adding them to the cost of assets being acquired. Investment income earned on the temporary investment of specific borrowings pending their expenditure on the assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. |
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Trade and other payables |
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Trade and other payables are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost. |
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Employee benefits |
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The company does not operate a defined contribution pension scheme. |
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Taxation and deferred taxation |
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Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements.
Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date. |
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Foreign currencies |
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Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
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Financial Instruments |
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Financial Instruments |
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The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured: - at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably; - at cost less impairment for all other investments.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. |
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Ordinary share capital |
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The ordinary share capital of the company is presented as equity. |
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3. |
Going concern |
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In preparing the financial statements the directors consider it appropriate to continue to use the going concern assumption, which assumes the Company will have sufficient resources to enable it to meet its liabilities as they fall due, including adequate financial support.
During the year the Company incurred a net loss of $1,467,027 (2022: $2,882,120) and at that date, the Company had net deficit of $9,535,222 (2022: $8,068,195), after the impairment of the investment in the subsidiary (see note 4).
The company is reliant on the trading performance and forecasts for Futuresource Consulting Limited, a subsidiary of Global Data Insights Limited. Futuresource Consulting Limited is a profitable entity with positive future cash flows. Futuresource Consulting Limited has not filed accounts for year ended 31 December 2022 yet. We have reviewed the draft figures for that year as well as year ended 31 December 2023 as well as management accounts for the year to date and future cash flows. The figures show that Futuresource Consulting Limited was profitable in year ended 31 December 2023, but loss making in the first quarter of 2024. The company has forecast strong growth for the year ahead.
Global Data Insights Limited has currently outstanding loans due to Hampton Asset Management LLC, Summerville Asset Management LLC and Capital Asset Fund III LLC totaling circa $20m. The loans were due for repayment on 30th June 2024. Global Data Insights Limited or its subsidiaries would not have the resources to repay these loans in full, so would be reliant on the loans rolling over or being restructured. A loan amendment agreement has been presented to us with the maturity date on the loans amended to 31st December 2027. The Lender entities are owned by Global Growth Holdings Inc, a related party. The Lenders borrowed money from the North Carolina Department of Insurance and other Insurance Companies.
Global Data Insights Limited has been named in a Chapter 15 bankruptcy adversary proceeding in the Southern District of New York. The joint provisional liquidators named 900 defendants including Global Data Insights Limited. The claim is against affiliates of Mr G Lindberg for fraud, avoidance and recovery of fraudulent transfers seeking to void IALA and MOU agreements. The joint provisional liquidators are attempting to recoup monies they believe have been siphoned via numerous transactions including repurchase agreements and loan transactions. Solicitors for Global Data Insights Limited have filed a motion to dismiss with a hearing to be held in September 2024 to consider the matter. The Solicitors have not formed a conclusion as to whether an unfavorable outcome is either probable or remote and consequently have not quantified any possible loss.
The combination of the net deficit position and the uncertain outcome of legal proceeding creates a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
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12. |
Related party transactions |
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Amounts owed to related parties bear interest at a fixed rate of 5%. The loan is repayable on 31 December 2027.
At 31 December 2023, there was an amount due to Futuresource Consulting Limited of $2,687,230 (2022: $2,668,283). Futuresource Consulting Limited is a subsidiary of the Company with a 100% indirect shareholding through Futuresource Holdings Limited.
At 31 December 2023, there was an amount due by Acquired Development LLC of $268,023. Acquired Development LLC is wholly owned by Mr G Lindberg who was previously the ultimate controlling party of the parent company of Global Data Insights Ltd.
At 31 December 2023, there was an amount due to SixSails of $2,023. SixSails is wholly owned by Mr G Lindberg who was previously the ultimate controlling party of Global A&D Holdings LLC, which is the parent company of Global Data Insights Ltd.
At 31 December 2023, there was an amount due to Global Growth Holdings Inc of $1,692. Global Growth Holdings Inc is wholly owned by Mr G Lindberg who was previously the ultimate controlling party of Global A&D Holdings LLC, which is the parent company of Global Data Insights Ltd.
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Balance |
Movement |
Balance |
Maximum |
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2023 |
in year |
2022 |
in year |
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$ |
$ |
$ |
$ |
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Acquired Development LLC |
268,023 |
4,450 |
263,573 |
267,573 |
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The following amounts are due to other connected parties: |
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2023 |
2022 |
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$ |
$ |
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Amounts falling due after more than one year |
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19,598,228 |
16,331,857 |
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═════════ |
═════════ |
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Net balances with other connected parties: |
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2023 |
2022 |
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$ |
$ |
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Acquired Development LLC |
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268,023 |
263,573 |
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Amounts falling due after more than one year |
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(19,598,228) |
(16,331,857) |
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───────── |
───────── |
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(19,330,205) |
(16,068,284) |
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═════════ |
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Net balances with related parties: |
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2023 |
2022 |
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$ |
$ |
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Trading amounts owed to related parties |
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1,692 |
1,692 |
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═════════ |
═════════ |
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2023 |
2022 |
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$ |
$ |
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Finance amounts owed to related parties |
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2,023 |
2,023 |
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═════════ |
═════════ |
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13. |
Parent and ultimate parent company |
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The smallest and largest consolidated financial statements presented are that of Global A & D Holdings LLC, a USA registered entity. |
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The immediate parent company was Global A&D Holdings LLC, a company incorporated in the USA. The ultimate parent company up to 27th January 2023 was Academy Association Inc., a company incorporated in the USA. The ultimate controlling party was Mr. G. Lindberg. |
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The address of Academy Association Inc is United States of America. |
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The ownership of Global A & D Holdings LLC was transferred to a US Investment Holding Trust on 27th January 2023. Richard Chernicoff is the Trustee and the ultimate controlling party. Robert Alban was appointed as the replacement Trustee on 17th April 2024. |
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