REGISTERED NUMBER: 10481358 (England and Wales)

ODYSEA (USA) LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

30 DECEMBER 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

W M Gonzalez

L A Patao

REGISTERED OFFICE:

C/O Bevan Buckland LLP

Ground Floor

Cardigan House

Swansea

SA7 9LA

REGISTERED NUMBER:

10481358 (England and Wales)

SENIOR STATUTORY AUDITOR:

Michael Jones

AUDITORS:

Bevan Buckland LLP (Statutory Auditors)

Ground Floor Cardigan House

Castle Court

Swansea Enterprise Park

Swansea

SA7 9LA

CURRENT ASSETS

Stocks

-

24,999

Debtors

3

1,440,610

1,432,089

1,440,610

1,457,088

CREDITORS

Amounts falling due within one year

4

1,531,432

1,513,548

NET CURRENT LIABILITIES

(90,822

)

(56,460

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(90,822

)

(56,460

)

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

(90,922

)

(56,560

)

(90,822

)

(56,460

)

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 Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

W M Gonzalez - Director

1.	ACCOUNTING POLICIES

Going concern

The company's results for the period are set out in the income statement. The company's profit after tax for the period was £(34,362).

Due to changes within the Amazon platform upon which the group resells its products, the company stopped operations from the year end and destroyed any inventory that would not be able to be sold. The directors are planning to review the worldwide operations based on the new platform that may include closing the UK entities, as part of the review all inter group balances will be reviewed in line with relevant tax legislation and settled accordingly.

The directors currently intent to liquidate the company eventually and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than the going concern.

The directors have made appropriate enquiries and have considered the Company's cash flows and available resources. The company is reliant on the support of the ultimate parent and Group to continue to operate in the short and medium term.

The parent and Group companies continue to provide financial and operational support, and assurances have been given that this support will remain until at minimum of 12 months from the date of signing this audit report.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

The company sells goods via internet websites for delivery to the customer. For deliveries to the customer this is the point of acceptance of the goods by the customer. Transactions are settled by credit or payment card.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

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.

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.

Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 a 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, 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.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies, 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 receipts discounted at a market rate of interest.

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. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Functional and presentation currency

The company's functional and presentation currency is pounds sterling.

Transactions and balances

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. Non-monetary 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 the profit and loss account.

Exchange rate on debtors and creditors

These are translated at the closing rate at the balance sheet date.

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

3.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

5

-

Amounts owed by group undertakings

1,430,889

1,423,365

Other debtors

9,716

8,724

1,440,610

1,432,089

4.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

1,518,131

1,500,122

Other creditors

13,301

13,426

1,531,432

1,513,548

5.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion

There is no inventory this year but inventory of £24,999 was held for the previous year. We did not observe the counting of physical inventories for the previous year, ended 30 December 2023. We were unable to satisfy ourselves by alternate means concerning the inventory quantities held at 30 December 2023, which are included in the balance sheet at £24,999 by using other audit procedures. Consequently, we were unable to determine whether any adjustment to these amount was necessary in the previous financial statements to 30 December 2023..

Michael Jones (Senior Statutory Auditor)

for and on behalf of Bevan Buckland LLP (Statutory Auditors)

Material uncertainty relating to going concern

We draw attention to note 1 in the financial statements, which indicates that the company incurred a net loss of £34,362 during the period ended 30 December 2024 but, as of that date, the company's net liabilities exceeded its total assets. As stated in note 1, the directors of the Ultimate Holding company have confirmed their ongoing support of the company. If the holding company is not, at any point in a position to support the company then there will be a material uncertainty that may cast significant doubt on the company's ability as a going concern. Our opinion is not modified in respect of this matter.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in relevant sections of this report.

Michael Jones (Senior Statutory Auditor)

for and on behalf of Bevan Buckland LLP

6.	POST BALANCE SHEET EVENTS

The company has ceased trading at 30 December 2024. The company inventory was disposed of after the year end. The majority of this inventory had been provided for in the year end to 30 December 2023. The remaining inventory was transfered to the profit and loss in the year ending 30 December 2024.

The directors are planning in the future to undertake a review of the structure of the oganisation, including inter-group balances, to ensure compliance with tax regulations. On completion the accounts will be adjusted accordingly.

7.	ULTIMATE CONTROLLING PARTY

The Ultimate Controlling Party is considered to be Goja Holdings INC (of 355 Alhambra Circle, Suite 1150, Coral Gables, FL 33134, USA) by virtue of its 100% shareholding of Toft Holdings Limited.

Toft Holdings Limited holds 100% shareholding of the share capital of Odysea Global Limited, of which holds 100% of the share capital of Odysea (USA) Limited.