Company registration number 06302237 (England and Wales)
MIDPOINT & TRANSFER LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
PAGES FOR FILING WITH REGISTRAR
Richard Anthony
Chartered Accountants and Registered Auditors
MIDPOINT & TRANSFER LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
MIDPOINT & TRANSFER LTD
BALANCE SHEET
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
12,115
25,920
Current assets
Debtors
5
22,736
77,638
Cash at bank and in hand
59,711
184,111
82,447
261,749
Creditors: amounts falling due within one year
6
(250,168)
(996,887)
Net current liabilities
(167,721)
(735,138)
Net liabilities
(155,606)
(709,218)
Capital and reserves
Called up share capital
1,590,000
1,590,000
Profit and loss reserves
(1,745,606)
(2,299,218)
Total equity
(155,606)
(709,218)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 25 June 2025 and are signed on its behalf by:
R M Plutschow
Director
Company registration number 06302237 (England and Wales)
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
1
Accounting policies
Company information
Midpoint & Transfer Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 12 Tokenhouse Yard, London, United Kingdom, EC2R 7AS.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.true
Following the change in ownership from Blockmate Ventures Inc. ("BVI") on 31 March 2024, which occurred subsequent to the reporting period, Midpoint & Transfer Ltd. ("MTL") commenced operations as an independent trading entity. As a result, the Company is now in the early stages of its strategic growth and development, with no financial support from BVI.
To attract new customers and enhance both revenue and profitability, the directors have initiated a number of strategic collaborations with various counterparties. While these initiatives are intended to support the Company’s growth, there is no certainty that they will lead to profitable operations.
The Company remains exposed to various operational risks, including but not limited to general market conditions, competition, and fluctuations in the supply and demand for its services. Should the Company be unable to successfully grow its customer base and achieve profitability, its ability to continue as a going concern may be compromised.
Notwithstanding these uncertainties, the financial statements have been prepared on a going concern basis. This assumes that the Company will continue to operate for the foreseeable future and will be able to realise its assets and meet its obligations as they fall due in the normal course of business
1.3
Turnover
Turnover represents fees receivable for services and are shown net of VAT applicable discounts.
Revenue from contracts for the provision of financial services is recognised at the point when each individual transaction is fully completed. This occurs either when the final beneficiary payment has been processed through the banking system, or when the client instructs that the funds be retained in their personal wallet for future transmission.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 3 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
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 balance sheet 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.
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include debtors 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 receivable within one year are not amortised.
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 creditors, 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 creditors 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 payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.8
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.9
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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 5 -
1.12
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
No grant related income received in the year.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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.
No significant material judgement has been noted in the year.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
6
7
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 6 -
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2023
107,290
Additions
4,280
At 30 June 2024
111,570
Depreciation and impairment
At 1 July 2023
81,370
Depreciation charged in the year
18,085
At 30 June 2024
99,455
Carrying amount
At 30 June 2024
12,115
At 30 June 2023
25,920
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
37,361
Other debtors
22,736
40,277
22,736
77,638
6
Creditors: amounts falling due within one year
2024
2023
£
£
Convertible loans
175,000
Trade creditors
39,262
161,233
Amounts owed to group undertakings
762,349
Taxation and social security
2,428
3,080
Other creditors
33,478
70,225
250,168
996,887
Midpoint and Transfer Limited entered into a convertible loan agreement with One Finance AG Limited, under which company received proceeds of £175,000 at the year end date. The value of the loans will be converted to Ordinary A shares at a conversion price of £100 per share under the terms of the Purchase of Business Agreement dated 16 October 2024.
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is qualified and includes the following:
Qualified opinion on financial statements
In our opinion, except for the effects of the matter described in the Material Uncertainty Relating to Going Concern section, the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit 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
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 Relating to Going Concern
We draw your attention to the financial performance of the company for the current and prior year. In the current year, the company reported a profit before tax of £553,612, but their reported profit is only after a one off exceptional write-back of an intercompany balance amounting to £909,419. In contrast, the company incurred a loss of £516,107 in the previous year.
At the year end date, accumulated losses of £1,745,606 has been noted with net liabilities of £155,606 (2023: £709,218).
Subsequent to the balance sheet date on 16 October 2024, the company underwent a change in ownership whereby the director R M Plutschow acquired 100% of the company’s shareholding. The former parent entity, Blockmate Ventures Inc entered into a Sale and Purchase Agreement (SPA) under which all intercompany balances were waived. Following the waiver of the intercompany loan, the entity continues to report a net current liability position on the balance sheet.
Senior Statutory Auditor:
Michael Barnett BA FCA
Statutory Auditor:
Richard Anthony
Date of audit report:
25 June 2025
8
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
10,600
9,540
MIDPOINT & TRANSFER LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
8
Operating lease commitments
(Continued)
- 8 -
The operating lease commitment was related to the office rent at 22–25 Portman Close. The company has since relocated to a new office space after the year-end, resulting in the termination of the lease agreement for 22–25 Portman Close, effective at the end of October 2025.
9
Events after the reporting date
Post balance sheet, on 16 October 2024, the company’s ownership changed such that the director R M Plutschow owns 100% shareholding of the company. Blockmate Ventures Inc, the previous parent entity signed an SPA whereby all intercompany balances were waived.
10
Related party transactions
Transactions with related parties
During the year the company entered into transactions with its parent company, Blockmate Ventures Inc. ('BVI') both in the course of its business and also by way of further financing by the parent.
At the balance sheet date the company owed BVI a balance of £Nil (2023 - £762,349) on interest-free basis with no fixed repayments.
At the balance sheet date, the company was owed the sum of £Nil (2023 - £37,361) by a fellow subsidiary company Midpoint Hong Kong Limited, on interest-free basis with no fixed repayments.
11
Directors' transactions
During the accounting period, S D Wong, a director of the company, provided consultancy services to the company amounting to £65,625 (2023 - £112,500) through a connected company called Expadis Limited, a company registered in England and Wales, where S D Wong is also a director. The transactions with Expadis Limited have been recognised as Director's remuneration at the year end date.
At the balance sheet date S D Wong owed £1,236 (2023 - £1,236) to the company.
12
Parent company
At the reporting date, the ultimate controlling party is S D Wong, by virtue of his shareholding.
At the date of signing of these financial statements, as a result of transfer of shares from S D Wong, the ultimate controlling party is R M Plutschow .