Company Registration No. 09414951 (England and Wales)
CUSTOMSELL LTD
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
PAGES FOR FILING WITH REGISTRAR
CUSTOMSELL LTD
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
CUSTOMSELL LTD
BALANCE SHEET
AS AT
31 DECEMBER 2020
31 December 2020
- 1 -
2020
2019
Notes
£
£
£
£
Fixed assets
Tangible assets
3
1,008
2,931
Investments
4
14,200
14,200
15,208
17,131
Current assets
Debtors
6
125,748
104,762
Cash at bank and in hand
214,405
85,990
340,153
190,752
Creditors: amounts falling due within one year
7
(23,461)
(31,864)
Net current assets
316,692
158,888
Total assets less current liabilities
331,900
176,019
Creditors: amounts falling due after more than one year
8
(466,668)
-
Net (liabilities)/assets
(134,768)
176,019
Capital and reserves
Called up share capital
10
2
2
Share premium account
1,341,885
1,141,885
Other reserves
268,722
164,262
Profit and loss reserves
(1,745,377)
(1,130,130)
Total equity
(134,768)
176,019
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 31 December 2020 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
CUSTOMSELL LTD
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2020
31 December 2020
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 28 January 2021 and are signed on its behalf by:
Mr A D Kramer
Director
Company Registration No. 09414951
CUSTOMSELL LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
- 3 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2019
2
719,885
92,069
(520,257)
291,699
Year ended 31 December 2019:
Loss and total comprehensive income for the year
-
-
-
(609,873)
(609,873)
Issue of share capital
10
-
422,000
-
-
422,000
Share based payments
-
-
72,193
-
72,193
Balance at 31 December 2019
2
1,141,885
164,262
(1,130,130)
176,019
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
-
(615,247)
(615,247)
Issue of share capital
10
-
200,000
-
-
200,000
Share based payments
-
-
104,460
-
104,460
Balance at 31 December 2020
2
1,341,885
268,722
(1,745,377)
(134,768)
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 4 -
1
Accounting policies
Company information
Customsell Ltd is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Kemp House, 160 City Road, London, EC1V 2NX.
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 a
mounts
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
A
true
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that
it is probable will be
recover
ed
.
1.4
Research and development expenditure
Research
and development
expenditure is written off against profits in the year in which it is incurred.
1.5
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.
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
33.3% per annum straight line method
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 5 -
1.6
Fixed asset investments
Interests in
associates
are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
1.7
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.
1.8
Cash and cash equivalents
Cash at bank and in hand
are basic financial assets
and
include cash in
bank only.
1.9
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.
Basic financial assets
Basic financial assets, which include
trade debtors, corporation tax recoverable, other 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
convertible loans,
trade creditors, other taxation and social security, and other creditors
, 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
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts 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.
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 6 -
1.10
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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black-Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 7 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.16
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.17
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
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Total
4
4
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 8 -
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2020
5,414
Disposals
(1,016)
At 31 December 2020
4,398
Depreciation and impairment
At 1 January 2020
2,483
Depreciation charged in the year
1,500
Eliminated in respect of disposals
(593)
At 31 December 2020
3,390
Carrying amount
At 31 December 2020
1,008
At 31 December 2019
2,931
4
Fixed asset investments
2020
2019
£
£
Shares in group undertakings and participating interests
14,200
14,200
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2020 & 31 December 2020
14,200
Carrying amount
At 31 December 2020
14,200
At 31 December 2019
14,200
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 9 -
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2020 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Kastomsel DOOEL Skopje
bul. Kuzman Josifovski Pitu 15-2/2, 1000 Skopje
Software development
Ordinary
100.00
0
6
Debtors
2020
2019
Amounts falling due within one year:
£
£
Corporation tax recoverable
120,193
95,796
Other debtors
5,555
8,966
125,748
104,762
7
Creditors: amounts falling due within one year
2020
2019
£
£
Trade creditors
160
6,589
Taxation and social security
9,493
11,023
Other creditors
13,808
14,252
23,461
31,864
8
Creditors: amounts falling due after more than one year
2020
2019
£
£
Convertible loans
466,668
-
During the year £450,000 of unsecured convertible redeemable 8% loan notes were issued by the company. All loan notes and accrued interest will convert into shares in the capital of the Company on the earliest of 1) qualified financing 2) non-qualified financing 3) exit 4) maturity. They will convert at a 20% discount to the lowest price per share paid by investor(s).
CUSTOMSELL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 10 -
9
Share-based payment transactions
The following information relates to share-based payment transactions granted on or after the transition date to FRS 102 of 1 February 2015:
Number of share options
Weighted average exercise price
2020
2019
2020
2019
Number
Number
£
£
Outstanding at 1 January 2020
182,207
197,867
0.00019
0.00020
Granted
3,340
40,538
0.00001
0.00001
Expired
(16,398)
(56,198)
(0.00001)
(0.00020)
Outstanding at 31 December 2020
169,149
182,207
0.00021
0.00019
Exercisable at 31 December 2020
-
-
-
-
The options outstanding at 31 December 2020 had an exercise price ranging from 0.0002p to 1p, and an average remaining contractual life of 2
.
84 years.
Inputs were as follows:
2020
2019
Weighted average share price
2.13
2.14
Weighted average exercise price
0.00023
0.00020
Expected volatility
10.00
10.00
Expected life
3.00
3.83
Risk free rate
0.94
0.96
During the year, the company recognised a charge of £104,460 (2019: £72,193) which related to equity settled share based payment transactions.
10
Called up share capital
2020
2019
£
£
Ordinary share capital
Issued and fully paid
1,092,049 Ordinary shares (2019:1,092,049) of 0.00018182p each
2
2
425,225 Series Seed shares (2019:335,135) of 0.0001074p each
-
-
2
2
During the year, the Company issued 90,090
Seed
shares
for a total consideration of £199,99.80.
2020-12-31
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false
28 January 2021
CCH Software
CCH Accounts Production 2020.200
No description of principal activity
Mr D M Stearn
Mr A D Kramer
Mr W M Mcquillan
Ms T Z Mikuz
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