Company Registration No. 09233870 (England and Wales)
FRAUGSTER LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
PAGES FOR FILING WITH REGISTRAR
FRAUGSTER LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
FRAUGSTER LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2018
31 December 2018
- 1 -
2018
2017
Notes
€
€
€
€
Fixed assets
Intangible assets
3
13,394
15,174
Tangible assets
4
125,627
90,606
139,021
105,780
Current assets
Debtors
5
423,359
93,743
Cash at bank and in hand
7,764,814
2,681,212
8,188,173
2,774,955
Creditors: amounts falling due within one year
6
(236,611)
(1,830,796)
Net current assets
7,951,562
944,159
Total assets less current liabilities
8,090,583
1,049,939
Creditors: amounts falling due after more than one year
7
-
(513,958)
Net assets
8,090,583
535,981
Capital and reserves
Called up share capital
8
600
488
Share premium account
15,230,132
3,935,208
Profit and loss reserves
(7,140,149)
(3,399,715)
Total equity
8,090,583
535,981
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 2018 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.
FRAUGSTER LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2018
31 December 2018
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 27 August 2019 and are signed on its behalf by:
M Laemmle
Director
Company Registration No. 09233870
FRAUGSTER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
€
€
€
€
Balance at 1 January 2017
488
3,935,208
(915,819)
3,019,877
Period ended 31 December 2017:
Loss and total comprehensive income for the period
-
-
(2,483,896)
(2,483,896)
Balance at 31 December 2017
488
3,935,208
(3,399,715)
535,981
Year ended 31 December 2018:
Loss and total comprehensive income for the year
-
-
(3,740,434)
(3,740,434)
Issue of share capital
8
166
11,294,924
-
11,295,090
Reduction of shares
8
(54)
-
-
(54)
Balance at 31 December 2018
600
15,230,132
(7,140,149)
8,090,583
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
- 4 -
1
Accounting policies
Company information
Fraugster Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Third Floor, 20 Old Bailey, London, EC4M 7AN.
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
euros
, 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.
These financial statements for the year ended 31 December 2018
are the
first
financial statements of Fraugster Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 January 2017. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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.
Revenue from the provision of services is recognised in the period in which the service is provided.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably.
Amortisation 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:
Intellectual Property rights
10% straight line
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.
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 1/3% straight line
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 5 -
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
and intangible 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 at bank and in hand
Cash at bank and in hand
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.
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.
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 6 -
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, 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.
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. 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.
1.8
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.
1.9
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.
1.10
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 are included in the profit and loss account for the period.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 44 (2017 - 28).
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 7 -
3
Intangible fixed assets
Intellectual Property rights
€
Cost
At 1 January 2018 and 31 December 2018
17,797
Amortisation and impairment
At 1 January 2018
2,623
Amortisation charged for the year
1,780
At 31 December 2018
4,403
Carrying amount
At 31 December 2018
13,394
At 31 December 2017
15,174
4
Tangible fixed assets
Plant and machinery etc
€
Cost
At 1 January 2018
122,591
Additions
65,123
At 31 December 2018
187,714
Depreciation and impairment
At 1 January 2018
31,985
Depreciation charged in the year
30,102
At 31 December 2018
62,087
Carrying amount
At 31 December 2018
125,627
At 31 December 2017
90,606
5
Debtors
2018
2017
Amounts falling due within one year:
€
€
Other debtors
423,359
93,743
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
- 8 -
6
Creditors: amounts falling due within one year
2018
2017
€
€
Trade creditors
76,670
3,684
Taxation and social security
10,066
49,941
Other creditors
149,875
1,777,171
236,611
1,830,796
7
Creditors: amounts falling due after more than one year
2018
2017
€
€
Other creditors
-
513,958
8
Called up share capital
2018
2017
€
€
Ordinary share capital
Issued and fully paid
227,683,467 Ordinary shares of £0.000001 each
254
294
124,955,000 Series A shares of £0.000001 each
140
137
39,020,000 Seed shares of £0.000001 each
43
57
146,159,900 Series B shares of £0.000001 each
163
-
600
488
During the year the £0.01 Ordinary shares, Series A shares and Seed shares were redesignated in to £0.000001 shares.
Following the redesignation of shares a new class of £0.000001 Series B shares was issued. 142,578,367 £0.000001 Series B shares were issued at a total premium of €11,294,923.
During the year a transfer of 8,285,000 shares was made from Ordinary Shares to Series A Shares and 621,533 shares from Ordinary Shares to Series B Shares. Additionally a transfer of 2,960,000 shares was made from Seed Shares into Series B Shares.
All classes of shares of £0.000001 each have equal voting rights. Series B shares get potential preference of receiving the proceeds on a sale, The remaining proceeds on sale are then distributed in the following order: Series A, then Seed and then Ordinary shares.
FRAUGSTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2018
8
Called up share capital
(Continued)
- 9 -
Reconciliation of movements during the year:
Ordinary shares
Series A shares
Seed shares
Series B shares
Number
Number
Number
Number
At 1 January 2018
23,659
11,667
4,198
-
Issue of fully paid shares
-
-
-
142,578,367
Sub-division
236,566,341
116,658,333
41,975,802
146,159,900
Transfer of shares
(8,906,533)
8,285,000
(2,960,000)
3,581,533
At 31 December 2018
227,683,467
124,955,000
39,020,000
292,319,800