28th Sep 2012 11:04
28 September 2012
MoneySwap Plc
("MoneySwap", the "Group" or the "Company")
Audited Results for year ended 31 March 2012
The Directors of MoneySwap Plc (AIM:SWAP), the Asia focused prepaid card and payment services provider, are pleased to announce the Company's audited results for the 12 months ended 31 March 2012.
Highlights from Period
·; Successful Admission onto AIM in August 2011 - US$5 million (£3.1 million) raised;
·; Management team strengthened and back-end operations stream-lined;
·; The Suisse Black Card successfully launched targeting Chinese travelling overseas;
·; Revenue growth of 260% achieved with revenue for period of US$1.78 million - 28% ahead of expectations (2011: US$495,000);
·; Loss for period of US$4.92 million (2011: US$4,570,119).
Post Period Highlights
·; MoneySwap the first company to be approved by China UnionPay Ltd ("CUP"), China's largest bank card payment processor, as a payment provider for all three of CUP's services - online, point of sale and money transfer;
·; Co-operation agreement signed with DataCash, a MasterCard company;
·; Strong sales pipeline now being developed off the Company's positioning.
A copy of the annual report and accounts will shortly be posted to shareholders and made available shortly on the Company's website, www.moneyswap.com, in accordance with AIM Rule 20.
Richard Proksa, Chief Executive Officer, commented:
"I am delighted with the progress the Company has made to date. In our first year as a public company, we have successfully built a compelling product offering now able to tap into the large consumer market in China. We are confident that we will be able to increasingly monetorise and develop this position in the coming years."
ENDS
For further information, please contact:
MoneySwap Plc | Allenby Capital Limited | GTH Communications |
Chief Executive Officer | Nominated Adviser | Financial PR |
Richard Proksa
| Nick Naylor Alex Price James Reeve | Toby Hall Suzanne Johnson Walsh
|
+852 3919 9888 | +44 20 3328 5656 | +44 203 103 3900 |
About MoneySwap
MoneySwap PLC has it operational headquarters in Hong Kong. Primarily focused on the Asia market, the Group offers prepaid card services and also operates an online peer to peer foreign exchange and payment platform. The Group offers prepaid card services working with partners such as Corner Bank, Switzerland and Visa. MoneySwap is also a merchant acquirer for China UnionPay providing payment gateways for both online and point of sale merchants. In addition, China UnionPay has licensed MoneySwap for its MoneyExpress service which enables people abroad to send funds directly to UnionPay cardholders in China. Its shares are traded on the London Stock Exchange's AIM market (AIM:SWAP.L). More information can be found at: www.moneyswap.com
CHIEF EXECUTIVE OFFICER'S STATEMENT
Dear Shareholder,
The financial year ended 31 March 2012 was a successful year for MoneySwap Plc ("MoneySwap" or the "Company"). It was marked by a public listing, record financial results and strategic realignment in order to position the Company for high growth. During the fiscal year, MoneySwap raised US$5 million (£3.1 million) on its admission to the AIM market of the London Stock Exchange (AIM: SWAP) which took place on 31 August 2011 and saw revenues grow 260% to US$1.78 million, exceeding expectations by over 28%. At the same time MoneySwap realigned its business focus on new products and markets which included prepaid cards.
Overview of Company Strategy
At MoneySwap we have a steadfast commitment to developing innovative solutions that meet market requirements. As such this has led us firstly to develop a range of prepaid card solutions and secondly to create a suite of MoneySwap platform based services that interlink with China's dominant card processor, China Union Pay, so as to best service:
·; Chinese students, tourists and business people wishing to buy products when abroad;
·; European merchants wishing to access Chinese consumers online;
·; Chinese nationals travelling or working overseas wishing to transfer funds to China; and
·; Global clients who wish to exchange currencies and make transfers on a peer to peer basis as well as wire funds internationally.
Business Review (April 2011/2012)
(i) Products
The Suisse Black Card issued by Corner Bank, Switzerland in association with Visa, was launched during the year. This card primarily serves Chinese traveling abroad including business people, students and tourists. A key convenience for the user is their ability to use their China UnionPay card to top up their Suisse Black Card. The China UnionPay card dominates the Chinese market and this card-to-card, top-up feature makes it secure, easy and convenient for the cardholder.
(ii) Management team and operational excellence
The Company attracted a number of seasoned sector professionals from within Asia to strengthen its management team during the period. Lincoln Chang joined as Group Business Development Director and Seng Rhee as Managing Director Philippines and Korea. Both have worked at successful companies in the financial services sector and bring with them an influential contacts network within Asia.
At the same time, the Company was reorganised along product lines ensuring that the entire product cycle from initial concept to operations is managed with the relevant domain knowledge and execution expertise. We believe that we have built a strong core of product management, marketing, operations and customer support teams. A number of technologies including customer relationship management and project management software have been implemented with the view of promoting teamwork, communication and effectiveness. In addition, we enlisted the services of a major global hosting services provider to ensure that our services remain secure, available and reliable. To take advantage of cost savings and high availability of sector professionals, the Group also commenced relocating its operational services such as customer support, IT development and banking operations to the Philippines. With a strong core team and robust infrastructure, the directors believe the Group is poised for further growth.
As at 31 March 2012, there were 3,447 individuals and 72 corporates registered as users of the Company.
Emphasis of Matter - Recoverability of Trade Receivable and Going Concern
The audit opinion for the Group's results for the year ended 31 March 2012 contains an emphasis of matter in relation to an unrecovered trade receivable balance of US$1,752,866 relating to one transaction with a single customer as well as the Group's ability to continue as a going concern primarily as a result of various trade receivables subsequent to the year end totalling US$2.2 million which have not yet been received.
Notwithstanding this, after careful review of the Group's budget for the financial year ending 31 March 2013, its medium-term plans, liquid resources and all relevant matters, the directors are confident that the Company and the Group have adequate financial resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. The Directors also understand that the trade receivable balance is currently in the process of being transferred to the Group and expect it to be received shortly and, in that regard, have been provided with evidence of bank transfer instructions.
Post Period Trading and Outlook
We are encouraged by a solid sales pipeline which we believe points to strong revenue growth for our Suisse Black prepaid card product. Equally exciting, post-period end China UnionPay Ltd ("CUP"), China's largest bank card payment processor, approved MoneySwap as a payment provider for all three of its card payment services - online, point of sale and MoneyExpress. The MoneySwap payment gateways will enable international merchants to accept payments from any of the over 800 million1 CUP cardholders either online or at point of sale in return for which MoneySwap will receive a fee for every transaction.
To that end we launched the following services to targeting the market segments outlined earlier as a result of the agreements signed with China Union Pay:
·; UnionPay Online Payments
·; UnionPay POS Payments
·; UnionPay MoneyExpress
To put the markets being targeted into perspective, in 2011 the size of online shopping transactions in China exceeded RMB770 billion (approximately £75 billion), a year-on-year growth of 67.8%2. At the same time, a report by the University of London's School of Oriental and African Studies titled "How the rise of Chinese tourism will change the face of the European travel industry", published in October 2011 (the "Report"), found that the number of Chinese visitors to Europe is estimated to increase to 4.5 million by 2015 and to around 8.6 million by 2020. Already in 2010, the Report found that Chinese outbound travelers spent £30.4 billion, equivalent to an average expenditure of £530 per person-visit. The Report expects this figure to rise by around 14.6% in 2011 to reach £34.8 billion. Against this backdrop, the Directors believe that China is one of the most compelling emerging markets for international merchants.
Further with MoneyExpress, the Directors anticipate that MoneySwap will be able to tap into the US$57 billion market of inward remittances to China3. This service remits funds from abroad directly to UnionPay cardholders in China. It is faster and, the Directors believe, more convenient than traditional methods of international transfer. For all three CUP services each merchant will have a MoneySwap account on www.moneyswap.com where they can also benefit from our online foreign exchange and wire transfer services.
More recently, DataCash - a MasterCard company and provider of multi-channel payments gateway solutions - has signed a cooperation agreement in connection with MoneySwap's appointment by China UnionPay as one of its overseas merchant acquirers for the UnionPay Online Payment Program. The Agreement will enable DataCash merchants to accept China UnionPay cards issued both inside and outside of China as a form of payment. The Directors believe this will accelerate the number of merchants in the United Kingdom using the MoneySwap ePayment gateways.
MoneySwap is therefore in the unique position of being the only company approved and licensed to provide all three CUP payment solutions. International merchants will only have to look to MoneySwap for all their CUP payment needs. We are confident that each one of our CUP payment solutions represents significant revenue growth as it is intricately linked to the purchasing power of Chinese consumers for goods and services they buy abroad. For investors, the Group believes MoneySwap is an opportunity to "tap into the spending of millions of Chinese consumers".
All these results are as a result of the talent and hard work of our team and I thank them for their dedication and bringing value to our customers. I also thank our board of directors and you our shareholders for another year of support. Our team and infrastructure were never more solid and our product offering never more compelling. We believe that we are well poised for revenue growth and our future has never been brighter.
Richard V. Proksa
Chief Executive Officer
Date: 27 September 2012
1 http://en.unionpay.com
2. iResearch data published on www.iresearchchina.com on 20 January 2012
3. Migration and Development Brief 17 published on the official website of the World Bank on 1 December 2011
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED31 MARCH 2012
Notes | 2012 | 2011 | |||||
US$ | US$ | ||||||
Revenue | 4 | 1,783,793 | 494,835 | ||||
Cost of sales | (93,483) | - | |||||
Gross profit | 4 | 1,690,310 | 494,835 | ||||
Other income | 4, 5 | 11,153 | 17,609 | ||||
Administrative expenses | (6,611,321) | (5,071,500) | |||||
Loss before taxation
| 7 | (4,909,858) | (4,559,056) | ||||
Taxation | 8 | (12,179) | (11,063) | ||||
Loss for the year | (4,922,037) | (4,570,119) | |||||
Other comprehensive loss for the year | |||||||
Exchange difference on translation of financial | |||||||
statements of overseas subsidiaries | (68,217) | (220,013) | |||||
Total comprehensive loss for the year | (4,990,254) | (4,790,132) | |||||
Loss for the year attributable to: | |||||||
Equity holders of the Company | (4,731,782) | (4,075,415) | |||||
Non-controlling interest | (190,255) | (494,704) | |||||
(4,922,037) | (4,570,119) | ||||||
Total comprehensive loss for the year attributable to: | |||||||
Equity holders of the Company | (4,803,106) | (4,285,869) | |||||
Non-controlling interest | (187,148) | (504,263) | |||||
(4,990,254) | (4,790,132) | ||||||
Loss per share: | US Cent | US Cent | |||||
Basic and diluted | 9 | (1.27) | (1.84) |
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2012
Notes |
2012 |
2011 | |||||
US$ | US$ | ||||||
ASSETS | |||||||
Non-current assets | |||||||
Property, plant and equipment | 10 | 391,674 | 430,425 | ||||
Goodwill | 11 | 566,328 | 567,889 | ||||
Intangible assets | 12 | 441,904 | 701,224 | ||||
Total non-current assets | 1,399,906 | 1,699,538 | |||||
Current assets | |||||||
Trade receivables | 13 | 1,753,132 | - | ||||
Other receivables and prepayments | 14 | 336,985 | 623,735 | ||||
Cash and cash equivalents | 15 | 1,140,558 | 138,663 | ||||
Total current assets | 3,230,675 | 762,398 | |||||
TOTAL ASSETS | 4,630,581 | 2,461,936 | |||||
EQUITY AND LIABILITIES | |||||||
Equity attributable to equity holders of the Company | |||||||
Share capital | 16 | 677,285 | 441,424 | ||||
Share premium | 16 | 10,588,310 | 3,628,694 | ||||
Share-based payment reserve | 17 | 734,817 | - | ||||
Foreign currency translation reserve | (120,191) | (51,974) | |||||
Combination reserve | 18 | 3,456,928 | 3,829,805 | ||||
Retained earnings | (11,732,966) | (7,001,184) | |||||
Total equity attributable to equity holders of the Company | 3,604,183 | 846,765 | |||||
Non-controlling interest | (63,842) | (105,626) | |||||
Total equity | 3,540,341 | 741,139
| |||||
Current liabilities | |||||||
Borrowings | 19 | - | 1,284 | ||||
Trade and other payables | 20 | 1,080,399 | 1,719,513 | ||||
Provision for taxation | 8 | 9,841 | - | ||||
Total current liabilities | 1,090,240 | 1,720,797 | |||||
TOTAL EQUITY AND LIABILITIES | 4,630,581 | 2,461,936 | |||||
The notes form part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2012
Notes |
2012 |
2011 | |||||
US$ | US$ | ||||||
ASSETS | |||||||
Non-current assets | |||||||
Investments in subsidiaries | 25 | 636,752 | 349,212 | ||||
Current assets | |||||||
Other receivables and prepayments | 14 | 10,036,992 | 3,720,746 | ||||
Cash and cash equivalents | 15 | 160 | 160 | ||||
Total current assets | 10,037,152 | 3,720,906 | |||||
TOTAL ASSETS | 10,673,904 | 4,070,118 | |||||
EQUITY AND LIABILITIES | |||||||
Equity attributable to equity holders of the Company | |||||||
Share capital | 16 | 677,285 | 441,424 | ||||
Share premium | 16 | 10,588,310 | 3,628,694 | ||||
Share-based payment reserve | 17 | 734,817 | - | ||||
Foreign currency translation reserve | (67,139) | - | |||||
Retained earnings | (1,403,244) | - | |||||
Total equity | 10,530,029 | 4,070,118
| |||||
Current liabilities | |||||||
Trade and other payables | 20 | 143,875 | - | ||||
TOTAL EQUITY AND LIABILITIES | 10,673,904 | 4,070,118 | |||||
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2012
Notes | 2012 US$ | 2011US$ | |||||
Net cash outflow from operating activities | 21 | (4,549,558) | (4,600,356) | ||||
Cash flow from investing activities | |||||||
Purchase of property, plant and equipment | (76,025) | (342,677) | |||||
Cash receipt from non-controlling interest on setting up subsidiary |
- |
296,827 | |||||
Net cash outflow from investing activities | (76,025) | (45,850) | |||||
Cash flow from financing activities | |||||||
Loans received | 1,488,768 | 4,740,053 | |||||
Loans repaid | (860,000) | (90,095) | |||||
Proceeds from issue of shares | 5,031,250 | - | |||||
Net cash inflow from financing activities | 5,660,018 | 4,649,958 | |||||
Net increase in cash and cash equivalents | 1,034,435 | 3,752 | |||||
Cash and cash equivalents at beginning of the year | 138,663 | 122,357 | |||||
Effect of foreign exchange rate changes | (32,540) | 12,554 | |||||
Cash and cash equivalents at end of the year | 1,140,558 | 138,663 | |||||
The notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2012
Share capital | Share premium account | Share-based payment reserve | Foreign currency translation reserve | Combination reserve | Retained earnings | Non-controlling interest | Total | ||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||
Balance at 1 April 2010
| 960,455 | 3,310,973 | - | 168,039 | - | (2,925,769) | - | 1,513,698 | |||||||||
Loss for the year | - | - | - | - | - | (4,075,415) | (494,704) | (4,570,119) | |||||||||
Exchange difference on translation of foreign operations |
- |
- |
- |
(220,013) |
- |
- |
- |
(220,013) | |||||||||
Total comprehensive loss for the year |
- |
- |
- |
(220,013) |
- |
(4,075,415) |
(494,704) |
(4,790,132) | |||||||||
Issue of share capital | 92,052 | 3,628,694 | - | - | - | - | - | 3,720,746 | |||||||||
Acquisition of subsidiaries and recognition of non- controlling interest |
(611,083) |
(3,310,973) |
- |
- |
3,829,805 |
- |
389,078 |
296,827 | |||||||||
Balance at 31 March 2011 | 441,424 | 3,628,694 | - | (51,974) | 3,829,805 | (7,001,184) | (105,626) | 741,139 | |||||||||
Balance at 1 April 2011 | 441,424 | 3,628,694 | - | (51,974) | 3,829,805 | (7,001,184) | (105,626) | 741,139 | |||||||||
Loss for the year | - | - | - | - | - | (4,731,782) | (190,255) | (4,922,037) | |||||||||
Exchange difference on translation of foreign operations |
- |
- |
- |
(68,217) |
- |
- |
- |
(68,217) | |||||||||
Total comprehensive loss for the year |
- |
- |
- |
(68,217) |
- |
(4,731,782) |
(190,255) |
(4,990,254) | |||||||||
Issue of share capital | 230,438 | 6,959,616 | - | - | - | - | - | 7,190,054 | |||||||||
Acquisition of subsidiaries and recognition of non- controlling interest | 5,423 | - | - | - | (372,877) | - | 232,039 | (135,415) | |||||||||
Equity-settled share-based transactions |
- |
- |
734,817 |
- |
- |
- |
- |
734,817 | |||||||||
Balance at 31 March 2012 | 677,285 | 10,588,310 | 734,817 | (120,191) | 3,456,928 | (11,732,966) | (63,842) | 3,540,341 |
The notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2012
Share capital | Share premium account | Share-based payment reserve | Foreign currency translation reserve | Retained earnings | Total | ||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||
Balance at 1 April 2010
| 160 | - | - | - | - | 160 | |||||||||
Loss for the year | - | - | - | - | - | - | |||||||||
Exchange difference on translation of Company financial statements |
- |
- |
- |
- |
- |
- | |||||||||
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
- | |||||||||
Issue of share capital | 441,264 | 3,628,694 | - | - | - | 4,069,958 | |||||||||
Balance at 31 March 2011 | 441,424 | 3,628,694 | - | - | - | 4,070,118 | |||||||||
Balance at 1 April 2011 | 441,424 | 3,628,694 | - | - | - | 4,070,118 | |||||||||
Loss for the year | - | - | - | - | (1,403,244) | (1,403,244) | |||||||||
Exchange difference on translation of Company financial statements |
- |
- |
- |
(67,139) |
- |
(67,139) | |||||||||
Total comprehensive loss for the year |
- |
- |
- |
(67,139) |
(1,403,244) |
(1,470,383) | |||||||||
Issue of share capital | 235,861 | 6,959,616 | - | - | - | 7,195,477 | |||||||||
Equity-settled share-based transactions |
- |
- |
734,817 |
- |
- |
734,817 | |||||||||
Balance at 31 March 2012 | 677,285 | 10,588,310 | 734,817 | (67,139) | (1,403,244) | 10,530,029 |
The notes form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AND COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MARCH 2012
1 General
MoneySwap Plc (the "Company") and its subsidiaries (together the "Group") are principally engaged in currency exchange and matching, settlement and clearing operation which facilitates pay-ins and pay-outs through the global SWIFT network and sales of prepaid cards.
The Company is a public limited company incorporated and domiciled in Gibraltar. The Company's shares were listed on the Alternative Investment Market ("AIM") of the London Stock Exchange on 31 August 2011.
2 Significant accounting policies
The consolidated financial statements of the Group have been prepared in accordance with International Financial Report Standards ("IFRSs") as adopted by the European Union ("EU"). IFRSs are subject to amendment and interpretation by the International Accountancy Standards Board ("IASB") and the IFRSs Interpretations Committee and there is an ongoing process and review and amendment by the European Commission.
These accounting policies comply with each IFRSs that were mandatory for accounting for the period ended 31 March 2012.
The consolidated financial statements also comply with Gibraltar Companies (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act 1930 (as amended).
The principal accounting policies adopted by the Group in the preparation of its financial statements for the year ended 31 March 2012 with comparatives for the year ended 31 March 2011, are set out below. The accounting policies have been consistently applied to all periods provided.
Going concern
The Group has prepared a budget covering 12 months from the date of this report. The critical assumptions made in this budget are that the Group would successfully collect the trade receivable of US$1.7 million outstanding as at 31 March 2012 and subsequent trade receivables of US$2.2 million arising from post year end sales. For details regarding the US$1.7 million, please refer to note 13. Payment of the US$2.2 million which is overdue, has been initiated by the customers and settlement is in process.
After careful review of the Group's budget, its medium-term plans, liquid resources, the assumption that both the US$1.7 million and the US$2.2 million are recovered and all relevant matters, the directors are confident that the Company and the Group have adequate financial resources to continue in operational existence for 12 months from the date of approval of this report. In the event that the US$1.7 million or the US$2.2 million are not received, the directors will seek alternative funding arrangements. They have therefore continued to adopt the going concern basis in preparing the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries).
These financial statements consolidate the results and statement of financial position of the Company and those entities treated as subsidiaries using the acquisition method of accounting.
Subsidiaries are entities where the Group has power to govern the financial and operating policies, generally accompanied by a share of more than 50 per cent. of the voting rights. All inter-company balances have been eliminated in the consolidated financial statements.
Non-controlling interests
Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company. They are presented in the consolidated statement of financial position within equity based on the share of net assets, separately from equity attributable to the equity holders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of comprehensive income.
Changes in the Group's interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity holders of the Company.
Goodwill
Goodwill is the difference between the cost of an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities. Positive goodwill is capitalised on the consolidated statement of financial position.
At each balance sheet date goodwill is reviewed for impairment. If any indications of impairment exist then an impairment loss is recognised if the carrying amount of the goodwill exceeds its estimated recoverable amounts.
Investment in associate
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in the financial statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.
Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less depreciation less any recognised impairment losses. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the income statement in the period in which they are incurred.
Depreciation is provided on all property, plant and equipment other than freehold land and is calculated on a straight-line basis as follows:
Office and computer equipment - 20%
Leasehold improvements - 20%
Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.
The carrying values of property, plant and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is taken direct to the income statement.
Intangible assets
Intangible assets consist of development expenditure incurred in respect of software for the Group's electronic exchange platform and is recognised as an intangible asset in accordance with the provision of IAS 38 "Intangible Assets". Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses. Amortisation of these assets is charged to the income statement on a straight-line basis over the expected useful economic life of the asset.
Amortisation is charged against assets from the date at which the asset becomes available for use and is calculated on straight line basis as follows:
Development costs - 20%
Where no intangible asset can be recognised, development expenditure is treated as expenditure in the period in which it is incurred.
Impairment of non-financial assets
At each balance sheet date, the directors review the carrying amounts of the Group's 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.
Equity
Equity comprises the following:
·; "Share capital" represents amounts subscribed for shares at nominal value.
·; "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.
·; "Share-based payment reserve" represents amounts credited for share option expenses, until exercise or lapse of share options, when the amounts are taken into share capital and premium or retained earnings.
·; "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the parent company into the Group's presentational currency and the translation at the closing rate of the net investment in the subsidiaries.
·; "Combination reserve" represents amounts arising from the difference between the cost of the acquisition and the fair value of the assets to be recorded to the account for the share for share exchange.
·; "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.
Financial instruments
Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in the income statement.
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Revenue recognition
Revenue comprises sales of prepaid cards and commissions received on the execution of foreign exchange and fund transfers on behalf of the clients. Other income mainly comprises bank interest income and government subsidy received.
·; Commissions from remittance are recognised on an accruals basis following execution of the transactions.
·; Sales income from prepaid cards is recognised when the significant risks and rewards of the ownership have been transferred to the customers, which is taken as the time when the customers acknowledge or settle the invoices.
·; Bank interest income is recognised as it accrues using the effective interest method.
·; Government subsidy is recognised at fair value when there is reasonable assurance that the Group will comply with the conditions attaching to them and the subsidy will be received.
Foreign currency translation
The presentational currency for the Group's consolidated financial statements is United States dollars. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to the income statement.
On consolidation the assets and liabilities of the subsidiary companies with non-United States dollars functional currency are translated into the Group's presentational currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the period.
For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future.
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. If the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.
In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentational currency of the Group at the average exchange rate for the year or at the prevailing rate at the time of the transaction where more appropriate.
The exchange rate applied at the statement of financial position date was US$1.5990 per £1 sterling (2011: US$1.6033).
Employment benefits
Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised in accruals.
The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment awards is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Share-based payments
The Group measures the cost of equity-settled share-based payments by reference to the fair value of the equity instruments at the date at which they are granted.
Lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Current tax
Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.
Deferred tax
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantially enacted) by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.
IFRSs in issue but not yet effective
At the date of authorisation of these consolidated financial statements, the following Standards and Interpretations were in issue but not yet mandatorily effective and have not been applied in the financial statements:
·; IFRS 9 - Financial Instruments - effective for annual periods commencing on or after 1 January 2015
·; IFRS 10 - Consolidated Financial Statements - effective for annual periods commencing on or after 1 January 2013
·; IFRS 11 - Joint Arrangements - effective for annual periods commencing on or after 1 January 2013
·; IFRS 12 - Disclosure of Interests in Other Entities - effective for annual periods commencing on or after 1 January 2013
·; IFRS 13 - Fair Value Measurement - effective for annual periods commencing on or after 1 January 2013
·; IAS 27 (Revised) - Separate Financial Statements - effective for annual periods commencing on or after 1 January 2013
·; IAS 28 (Revised) - Investments in Associates and Joint Ventures - effective for annual periods commencing on or after 1 January 2013
·; Amendments to IFRS 7: Disclosures - Transfers of Financial Assets - effective for annual periods commencing on or after 1 July 2011
·; Amendments to IFRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities - effective for annual periods commencing on or after 1 January 2013
·; Amendments to IAS 1: Presentation of Items of Other Comprehensive Income - effective for annual periods commencing on or after 1 July 2012
·; Amendments to IAS 12: Deferred Tax: Recovery of Underlying Assets - effective for annual periods commencing on or after 1 January 2012
·; Amendments to IAS 32: Offsetting Financial Assets and Liabilities - effective for annual periods commencing on or after 1 January 2014
The directors anticipate that the adoption of these standards and interpretations will not have a material impact on the consolidated financial statements in the period of initial adoption.
3 Critical accounting estimates and judgements
In preparing the consolidated financial statements, IFRSs requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The critical accounting estimates and judgments made by the Group regarding the future or other key sources of estimation uncertainty and judgment that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:
Share-based payments
The Group measures the cost of share options granted by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Binomial model, with the assumptions detailed in note 17. The accounting estimates and assumptions relating to these share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.
Impairment of goodwill
The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units, using value-in-use calculations, to which the goodwill is allocated. These value-in-use calculations require the Group to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present values. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in note 11.
Development expenditure
The Group's accounting policy for development expenditure results in certain items of expenditure being capitalised where it is considered likely to be recoverable by future revenue generated from sales achieved by the Group. This policy requires management to make certain estimates and assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement.
Impairment of development expenditure
In accordance with the Group's accounting policy, each asset (or cash generating unit) is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. The recoverable amount of an asset (or cash generating group) of assets is measured at the higher of fair value less costs to sell and value in use.
Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Value in use is also generally determined as the present value of the estimated future cash flows, but only those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected sales volumes and prices (considering current and historical prices, price trends and related factors), operating costs and future capital expenditure. This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty. Hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the capitalised development expenditure. In such circumstances, some or all of the carrying value of the asset may be impaired and the impairment would be charged against the income statement.
Useful economic life of intangible assets
For intangible assets which have a finite life, the directors revisit their estimate of useful economic life at each period end and revise accordingly. The directors take into consideration the intangible asset and related sales volume (including historic and projected).
4 Segmental information
In the opinion of the directors, the Group has four reportable operating segments as described below, which are managed separately as they require different strategies:
- Small and medium-sized entities ("SMEs")
- International remittance
- Prepaid cards ("PP cards")
- Casinos and online gaming ("Casinos")
For the Group's internal reporting process, operating performance for SMEs and International remittance are assessed together and therefore, their segmental results are combined.
The directors consider that is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.
2012 | 2011 | ||||||
US$ | US$ | ||||||
SMEs and International remittance | |||||||
Revenue | 30,927 | 38,320 | |||||
Cost of sales | - | - | |||||
Segmental gross profit | 30,927 | 38,320 | |||||
Prepaid cards | |||||||
Revenue | 1,752,866 | - | |||||
Cost of sales | (93,483) | - | |||||
Segmental gross profit | 1,659,383 | - | |||||
Casinos | |||||||
Revenue | - | 456,515 | |||||
Cost of sales | - | - | |||||
Segmental gross profit | - | 456,515 | |||||
Consolidated | |||||||
Revenue | 1,783,793 | 494,835 | |||||
Cost of sales | (93,483) | - | |||||
Gross profit | 1,690,310 | 494,835 | |||||
Other income | 11,153 | 17,609 | |||||
Amortisation | (117,633) | (28,638) | |||||
Depreciation | (117,635) | (76,111) | |||||
Other administrative expenses | (6,376,053) | (4,966,751) | |||||
Loss before taxation | (4,909,858) | (4,559,056) | |||||
Taxation | (12,179) | (11,063) | |||||
Loss for the year | (4,922,037) | (4,570,119) |
The Group is organised around two main geographical areas and a split of the geographical segments is as follows:
Europe | Asia-Pacific | Total | |||||
US$ | US$ | US$ | |||||
Segmental information for the year ended 31 March 2012 |
| ||||||
Segmental revenue from external customers | - | 1,783,793 | 1,783,793 | ||||
Capital expenditure | - | 76,025 | 76,025 | ||||
Segmental total assets | 915,571 | 3,715,010 | 4,630,581 | ||||
Segmental information for the year ended 31 March 2011 |
| ||||||
Segmental revenue from external customers | - | 494,835 | 494,835 | ||||
Capital expenditure | 822 | 341,855 | 342,677 | ||||
Segmental total assets | 678,199 | 1,783,737 | 2,461,936 | ||||
The major changes in segment assets during the year relate to the cash received from new shares issued (as in the consolidated statement of cash flows).
Major customer
Revenue from one customer of the Group's prepaid cards segment amounting to US$1,752,866, represents 98% of the Group's total revenue.
5 Other income
2012 | 2011 | ||||
US$ | US$ | ||||
Bank interest income | 1,190 | 329 | |||
Government subsidy received | 9,864 | - | |||
Rebate on commission for rental of office premises received from property agent |
- |
10,923 | |||
Renminbi payment agency fees | - | 4,996 | |||
Others | 99 | 1,361 | |||
11,153 | 17,609 |
6 Staff costs
Staff costs, including directors' remuneration, are as follows:
2012 | 2011 | ||||
US$ | US$ | ||||
Salaries, allowances and benefits in kind | 2,077,138 | 1,167,577 | |||
Consultancy fees | - | 797,056 | |||
Share-based payments | 461,520 | - | |||
2,538,658 | 1,964,633 |
During the year, the average number of persons employed by the Group is 43 (2011:41), categorised as follows:
2012 | 2011 | ||||
Administrative and general | 12 | 11 | |||
Banking and trading operations and support | 11 | 10 | |||
Sales and marketing | 7 | 10 | |||
IT and customer support | 13 | 10 | |||
43 | 41 |
The total remuneration of the directors for each period is as follows:
Salaries, allowances and benefits in kind | 730,775 | 692,518 | |||
Share-based payments | 298,873 | - | |||
1,029,648 | 692,518 |
Details of the directors' remuneration is disclosed in the Directors' Report.
7 Loss before taxation
Loss before taxation is stated at after charging/(crediting) the followings:
2012 | 2011 | ||||
US$ | US$ | ||||
Amortisation | 117,633 | 28,638 | |||
Auditor's remuneration | |||||
- Fees payable to the Group's auditors for the audit the Group | 55,547 | 47,420 | |||
- Fees payable to the Group's auditors for other services | 61,783 | 103,505 | |||
- Fees payable to the statutory auditors for the audit of the Company | 10,774 | - | |||
- Fees payable to the statutory auditors for other assurance services | 4,030 | - | |||
Depreciation | 117,635 | 76,111 | |||
Foreign exchange (gain)/loss | (28,058) | 24,803 | |||
Loss on disposal of tangible fixed assets | 3,730 | - | |||
Operating lease charges: minimum lease payments - property rentals | 412,732 | 639,982 | |||
Over-accrual of consultancy fees in previous years | (46,083) | - |
8 Taxation
Taxation in the consolidated statement of comprehensive income represents:
2012 | 2011 | ||||
US$ | US$ | ||||
Provision for the year | 11,417 | 11,063 | |||
Under-provision in respect of prior year | 762 | - | |||
12,179 | 11,063 |
Tax reconciliation | |||||
Loss on ordinary activities before taxation | (4,909,858) | (4,559,056) | |||
Loss on ordinary activities multiplied by the standard rate of corporation tax in Gibraltar of 10% (for each of the periods shown) |
(490,986) |
(455,906) | |||
Taxation effects of: | |||||
Rate adjustment relating to overseas results | (274,830) | (400,140) | |||
Non-deductible expenses | 226,366 | 384,833 | |||
Non-taxable income | (169,947) | - | |||
Tax effect of temporary differences not recognised | (49,585) | - | |||
Under-provision in respect of prior years | 762 | - | |||
Trading losses not utilised | 770,399 | 482,276 | |||
Total tax expense | 12,179 | 11,063 |
Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.
Taxation in the consolidated statement of financial position represents:
2012 | 2011 | ||||
US$ | US$ | ||||
Provision for the year | 11,417 | 11,063 | |||
Provisional income tax paid | (1,515) | (11,063) | |||
Exchange realignment | (61) | - | |||
9,841 | - |
The Group's unrecognised deferred tax asset can be analysed as follows: | |||||
2012 | 2011 | ||||
US$ | US$ | ||||
Trading tax losses not utilised | 4,866,946 | 976,520 |
A deferred tax asset has not been recognised in respect of all tax losses available to carry forward against suitable future trading profits as the directors consider there is insufficient evidence that all the assets will be recovered. These assets can be recovered against suitable future trading profits. The unrecognised tax losses will expire in the following years ending 31 March:
2012 | 2011 | ||||
US$ | US$ | ||||
2016 | 295,096 | 284,377 | |||
2017 | 479,862 | - | |||
No expiry date | 4,091,988 | 692,143 | |||
4,866,946 | 976,520 |
9 Loss per share
2012 | 2011 |
| ||||||
US$ | US$ | |||||||
Net loss attributable to ordinary shareholders | (4,731,782) | (4,075,415) | ||||||
Weighted average number of ordinary shares | ||||||||
Issued ordinary shares at beginning of the year | 275,307,513 | 221,199,517 | ||||||
Effect of share allotments | 98,633,135 | - | ||||||
Weighted average number of ordinary shares at end of the year | 373,940,648 | 221,199,517 | ||||||
Basic and diluted loss per share (US Cents) | (1.27) | (1.84) | ||||||
Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the year. For the purpose of calculating the loss per share for the year ended 31 March 2011 the weighted average number of shares has treated the shares issued on the share for share exchange in MoneySwap Plc as being in existence throughout the year.
There are no dilutive potential ordinary shares as at 31 March 2012 and 2011 and thus, the diluted loss per share is the same as basic loss per share.
10 Property, plant and equipment
Office and | ||||||
Leasehold | computer | |||||
improvements | equipment | Total | ||||
Group | US$ | US$ | US$ | |||
Cost | ||||||
At 1 April 2010 | 147,126 | 28,113 | 175,239 | |||
Additions | 193,156 | 149,521 | 342,677 | |||
Exchange realignment | 2,011 | 3,549 | 5,560 | |||
At 1 April 2011 | 342,293 | 181,183 | 523,476 | |||
Additions | 20,682 | 55,343 | 76,025 | |||
Disposals | - | (12,821) | (12,821) | |||
Exchange realignment | 7,653 | 2,892 | 10,545 | |||
At 31 March 2012 | 370,628 | 226,597 | 597,225 |
Accumulated depreciation | ||||||
At 1 April 2010 | 9,097 | 6,418 | 15,515 | |||
Charge for the year | 51,776 | 24,335 | 76,111 | |||
Exchange realignment | 199 | 1,226 | 1,425 | |||
At 1 April 2011 | 61,072 | 31,979 | 93,051 | |||
Charge for the year | 71,294 | 46,341 | 117,635 | |||
Written back on disposals | - | (7,020) | (7,020) | |||
Exchange realignment | 1,472 | 413 | 1,885 | |||
At 31 March 2012 | 133,838 | 71,713 | 205,551 |
Net book value | ||||||
At 31 March 2012 | 236,790 | 154,884 | 391,674 | |||
At 31 March 2011 | 281,221 | 149,204 | 430,425 |
11 Goodwill
Group | US$ | |||||
Cost | ||||||
At 1 April 2010 | 693,554 | |||||
Exchange realignment | (125,665) | |||||
At 1 April 2011 | 567,889 | |||||
Exchange realignment | (1,561) | |||||
At 31 March 2012 | 566,328 |
The goodwill relates to the excess of consideration paid over the net assets acquired in MoneySwap Limited and MoneySwap FX Limited. The goodwill is tested annually for impairment and as at 31 March 2012, the directors did not consider there to be any impairment in respect of the goodwill based on the estimated recoverable amount of the cash-generating unit, which is assessed to be the Group's business on prepaid cards.
The recoverable amount of the cash-generating unit was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets prepared by the directors of the Company covering a five-year period and a discount rate of 13% and a growth rate of 2% from 2017. The discount rate is the average of selected comparable companies' weight average cost of capital. Apart from the existing businesses, the cash flow projections take into account the planned future new businesses, which will largely depend on the same cash-generating unit, that are expected to go live in the year ending 31 March 2013.
12 Intangible assets
Development | ||||||
costs | Software | Total | ||||
Group | US$ | US$ | US$ | |||
Cost | ||||||
At 1 April 2010 | 555,236 | 139,936 | 695,172 | |||
Exchange realignment | 35,572 | - | 35,572 | |||
At 1 April 2011 | 590,808 | 139,936 | 730,744 | |||
Disposals | - | (139,936) | (139,936) | |||
Exchange realignment | (1,606) | - | (1,606) | |||
At 31 March 2012 | 589,202 | - | 589,202 | |||
Accumulated amortisation | ||||||
At 1 April 2010 | - | - | - | |||
Charge for the year | 28,638 | - | 28,638 | |||
Exchange realignment | 882 | - | 882 | |||
At 1 April 2011 | 29,520 | - | 29,520 | |||
Charge for the year | 117,633 | - | 117,633 | |||
Exchange realignment | 145 | - | 145 | |||
At 31 March 2012 | 147,298 | - | 147,298 | |||
Net book value | ||||||
At 31 March 2012 | 441,904 | - | 441,904 | |||
At 31 March 2011 | 561,288 | 139,936 | 701,224 |
On 23 December 2010, Money Swap Holdings Limited signed an agreement with VOIPAY Limited to rescind an asset purchase agreement dated 5 September 2009. This agreement was superseded on 4 March 2011 whereby the software acquired from VOIPAY Limited on 5 September 2009 with a value of US$139,936 as at 31 March 2011 was to be returned to them. In consideration, on 18 May 2011, 50,000,000 ordinary shares in Money Swap Holdings Limited issued to Ashton Nominees as part of the original agreement of 5 September 2009 in consideration for the software was transferred from Ashton Nominees to the Company.
13 Trade receivables
All trade receivables are denominated in US dollars and Philippine Peso which are due upon billing. The trade receivables are aged within and past due by two months as at 31 March 2012 and are expected to be recovered within one year. Thus, the Group believes that no impairment allowance is necessary in respect of the trade receivables.
As at the date of this report, the balance remains unrecovered. The customer has initiated the transfer of funds to the Group and they are in the settlement process. The receipt of this trade receivable of US$1.7 million is one of the critical assumptions made by the directors on the Group's budget in their assessment of the Company's and the Group's ability to continue as a going concern. For details, please refer to note 2.
The directors consider that the carrying amount of trade receivables approximates to their fair value.
14 Other receivables and prepayments
2012 | 2011 | |||||
Group | US$ | US$ | ||||
Other receivables and deposits | 229,248 | 550,065 | ||||
Prepayments | 107,737 | 73,670 | ||||
336,985 | 623,735 |
Company | ||||||
Prepayments | 12,690 | - | ||||
Amounts due from subsidiaries | 10,024,302 | 3,720,746 | ||||
10,036,992 | 3,720,746 |
The directors consider that the carrying amount of other receivables and prepayments approximates to their fair value.
Other receivables and deposits included rental and utilities deposits of US$162,887 (2011: US$195,568), which are expected to be recovered after one year. Apart from this all of the other receivables and prepayments are expected to be recovered or recognised as expenses within one year.
15 Cash and cash equivalents
Cash and cash equivalents are denominated in the following currencies:
2012 | 2011 | |||||
Group | US$ | US$ | ||||
US dollars | 974,977 | 19,370 | ||||
Sterling | 39,179 | 83,429 | ||||
Hong Kong dollars | 43,863 | 997 | ||||
Chinese Renminbi | 30,740 | 30,624 | ||||
New Taiwan dollars | 27,097 | 4,243 | ||||
Euro | 17,342 | - | ||||
Philippine Peso | 7,360 | - | ||||
1,140,558 | 138,663 |
2012 | 2011 | |||||
Company | US$ | US$ | ||||
Sterling | 160 | 160 |
16 Capital and reserves
Share capital and share premium
2012 | 2011 | |||||||||||||
Number | Share | Share | Number | Share | Share | |||||||||
of shares | capital | premium | of shares | capital | premium | |||||||||
Group and Company | US$ | US$ | US$ | US$ | ||||||||||
Allotted, issued and fully paid, at £0.001 each | ||||||||||||||
At beginning of the year | 275,307,513 | 441,424 | 3,628,694 | 746,629,746 | 960,455 | 3,310,973 | ||||||||
Shares issued for acquisition of subsidiaries | 3,333,333 | 5,423 | - | - | - | - | ||||||||
Shares issued for conversion of loans | 25,729,809 | 41,272 | 1,646,534 | 57,411,100 | 92,052 | 3,628,694 | ||||||||
Shares issued for consultancy and employee services | 54,000,000 | 88,541 | 382,457 | - | - | - | ||||||||
Shares issued for subscription | 62,500,000 | 100,625 | 4,930,625 | - | - | - | ||||||||
Share for share exchange | - | - | - | (528,733,333) | (611,083) | (3,310,973) | ||||||||
At end of the year | 420,870,655 | 677,285 | 10,588,310 | 275,307,513 | 441,424 | 3,628,694 |
In April 2011, 3,333,333 ordinary shares were issued for the acquisition of remaining 0.44% of equity interest in Money Swap Holdings Limited, and 4,555,555 ordinary shares were issued for the conversion of loans payables by the Group.
In April 2011 and August 2011, 54,000,000 ordinary shares were issued for services rendered by employees and for services provided by the directors through their consultancy companies.
In August 2011, 62,500,000 ordinary shares were issued as per subscription agreements dated 18 July 2011.
In March 2012, 21,174,254 ordinary shares were issued for the conversion of loans payables by the Group.
Dividends
The directors do not recommend the payment of a dividend for the year ended 31 March 2012 (2011: US$nil).
17 Share-based payments
Share benefit charges
2012 | 2011 | |||||
US$ | US$ | |||||
Charges in respect of share options granted | 733,528 | - | ||||
Charges in respect of shares granted | 470,998 | - | ||||
Charge for the year | 1,204,526 | - |
Share options
On 17 May 2011, the Group adopted a share option scheme that entitles directors, employees, consultants and professional advisers to purchase shares in the Company.
The terms and conditions relating to the grants of share options are as follows, all options are to be settled by physical delivery of shares:
Date of grant | 12 August 2011 | 25 August 2011 | 28 October 2011 | |||
Options outstanding at 1 April 2011 | - | - | - | |||
Options granted during the year | 19,800,000 | 5,088,767 | 4,200,000 | |||
Options outstanding at 31 March 2012 | 19,800,000 | 5,088,767 | 4,200,000 | |||
Exercise price | £0.03 - £0.05 | £0.03 - £0.05 | £0.05 | |||
Share price at date of grant | £0.05 | £0.05 | £0.0188 | |||
Contractual life (years) | 10 | 5 | 10 | |||
Vesting date | 12 February 2012 to 12 August 2014 | 31 August 2011 | 18 April 2013 to 18 October 2014 | |||
Settlement | Shares | Shares | Shares | |||
Expected volatility | 53.9% | 58.3% | 54.1% | |||
Expected option life at date of grant (years) | 10 | 5 | 10 | |||
Risk free interest rate | 2.87% | 1.51% | 2.59% | |||
Expected dividend yield | 0% | 0% | 0% | |||
Fair value per option at date of grant | £0.027 - £0.033 | £0.025 - £0.032 | £0.007 |
The fair value of the share options granted is measured using the Binomial Model. Valuation of the share options were based on the following conditions:
1. Share price at grant date for the share options granted on 12 August 211 and 25 August 2011 is based on the subscription price of £0.05 when the Company was admitted to AIM on 31 August 2011.
2. Expected volatility is estimated based on the standard deviation of return on historical share price of selected comparable companies sourced from Bloomberg.
3. Risk free interest rate is based on the market yield of Sterling as of the grant date sourced from Bloomberg.
4. Expected dividend yield and annual departures are assumed to be 0%.
At 31 March 2012, 8,938,767 shares options were exercisable (2011: nil).
4,700,000 of the share options lapsed in April 2012 due to resignation of the grantees as employees of the Group.
Shares granted
During the year, the Group granted some shares for services received from an employee and consultants as follows:
Number | ||||||
of shares | Value | |||||
US$ | ||||||
Shares issued to employee | 500,000 | 25,000 | ||||
Shares issued to consultants | 53,500,000 | 445,998 | ||||
Charge for the year | 54,000,000 | 470,998 |
The value of the shares was measured by reference to the fair value of the shares at the date at which they are granted.
18 Combination reserve
US$ | ||
At 1 April 2010 | - | |
Arising on the acquisition of Money Swap Holdings Limited | 3,829,805 | |
At 1 April 2011 | 3,829,805 | |
Arising on the acquisition of remaining equity of Money Swap Holdings Limited | (372,877) | |
At 31 March 2012 | 3,456,928 |
19 Borrowings
2012 | 2011 | |||||
Group | US$ | US$ | ||||
Other loans | - | 1,284 |
The balance as at 31 March 2011 of US$1,284 was repaid during the current year.
20 Trade and other payables
2012 | 2011 | |||||
Group | US$ | US$ | ||||
Trade payables and accruals | 454,769 | 495,741 | ||||
Other payables | 421,081 | 2,981 | ||||
Amount due to a connected company | 204,549 | 1,220,791 | ||||
1,080,399 | 1,719,513 |
Company | ||||||
Trade payables and accruals | 105,254 | - | ||||
Amount due to a subsidiary | 38,621 | - | ||||
143,875 | - |
The amount due to a connected company is interest free, unsecured and repayable on demand. The balance at 31 March 2011 was partially converted to 4,555,555 ordinary shares of the Company in April 2011. For details please refer to notes 16 and 27.
21 Net cash outflow from operating activities
2012 | 2011 | ||||||
US$ | US$ | ||||||
Loss before taxation | (4,909,858) | (4,559,056) | |||||
Foreign exchange translation differences | (28,058) | 24,803 | |||||
Depreciation and amortisation | 235,268 | 104,749 | |||||
Equity-settled share-based payment expenses | 733,528 | - | |||||
Loss on write-off of property, plant and equipment | 3,730 | - | |||||
Salaries and consultancy fees satisfied by issue of shares | 470,868 | - | |||||
(3,494,522) | (4,429,504) | ||||||
Changes in working capital | |||||||
Trade receivables | (1,753,132) | - | |||||
Other receivables and prepayments | 290,536 | (534,947) | |||||
Trade and other payables | 412,812 | 375,158 | |||||
Income tax paid | (5,252) | (11,063) | |||||
Net cash outflow from operating activities | (4,549,558) | (4,600,356) |
22 Commitments
Capital commitments
At 31 March 2012, there were capital commitments of US$20,904 (2011: US$20,839) that had been contracted but not provided for.
Operating lease commitments
At 31 March 2012, the Group had total future minimum lease payments under non-cancellable operating leases are payable as follows:
2012 | 2011 | ||||||
US$ | US$ | ||||||
Within one year | 246,442 | 219,535 | |||||
After one year but within five years | - | 74,104 | |||||
246,442 | 293,639 |
The Group is the lessee in respect of its office premises and staff quarters held under operating leases. The leases run for an initial period of one to three years, with an option to renew the leases when all terms are renegotiated. The leases do not include contingent rentals.
23 Contingent liabilities
There were no contingent liabilities at 31 March 2012 (2011: US$nil).
24 Financial instruments
The Group's financial instruments comprise cash and various items arising directly from its operations, such as trade receivables and trade payables. The main purpose of these financial instruments is to provide working capital for the Group. The Group's policy is to obtain the highest rate of return on its cash balances, subject to having sufficient resources to manage the business on a day to day basis and not exposing the Group to unnecessary risk of default.
Classification of financial instruments
The tables below set out the Group's accounting classification of each class of financial assets and liabilities and their carrying values.
Financial assets
2012 | 2011 | |||||
US$ | US$ | |||||
Loans and receivables | ||||||
Trade receivables | 1,753,132 | - | ||||
Other receivables and deposits | 229,248 | 550,065 | ||||
Cash and cash equivalents | 1,140,558 | 138,663 | ||||
3,122,938 | 688,728 |
Financial liabilities
2012 | 2011 | |||||
US$ | US$ | |||||
At amortised cost | ||||||
Borrowings | - | 1,284 | ||||
Trade payables and accruals | 454,769 | 495,741 | ||||
Other payables | 421,081 | 2,981 | ||||
Amount due to a connected company | 204,549 | 1,220,791 | ||||
1,080,399 | 1,720,797 |
Borrowings, trade and other payables generally have short time to maturity. At 31 March 2012 and 2011, the fair value and the book value of the Group's financial assets and liabilities were materially the same.
Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group's business.
The Group's overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Group's financial performance. The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group.
These risks are limited by the Group's financial management policies and practices described below.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group does not generally provide credit to its customers but credit exposures can arise, normally for a short period of time, as the Group depends on its customers to pay for monies and services provided. Credit exposures are monitored regularly against approved risk limits, with client margins called for where appropriate. The total of financial assets was US$3,122,938 at 31 March 2012 (2011: US$688,728).
Cash and cash equivalents are held at banks with high credit ratings assigned by international credit-rating agencies. The total of cash and cash equivalents was US$1,140,558 at 31 March 2012 (2011: US$138,663).
At 31 March 2012, the Group has concentration of credit risk as over 99% (2011: nil) of the total trade receivables was due from the largest customer, from which revenue of US$1,752,866 was earned, representing 98% of revenue for the year. The trade receivables were past due by two months as at 31 March 2012. Other receivables and deposits are spread over numerous counterparties and customers.
Liquidity risk
The Group's policy is to regularly monitor current and expected liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.
The following table details the remaining contractual maturities at the balance sheet date of the Group's financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay:
2012 | 2011 | |||||||||||||
Total | Within | Total | Within | |||||||||||
contractual | one year | contractual | one year | |||||||||||
Carrying | undiscounted | or on | Carrying | undiscounted | or on | |||||||||
amount | cash flow | demand | amount | cash flow | demand | |||||||||
US$ | US$ | US$ | US$ | US$ | US$ | |||||||||
Borrowings | - | - | - | 1,284 | 1,284 | 1,284 | ||||||||
Trade payables and accruals | 454,769 | 454,769 | 454,769 | 495,741 | 495,741 | 495,741 | ||||||||
Other payables | 421,081 | 421,081 | 421,081 | 2,981 | 2,981 | 2,981 | ||||||||
Amount due to a connected company |
204,549 |
204,549 |
204,549 |
1,220,791 |
1,220,791 |
1,220,791 | ||||||||
1,080,399 | 1,080,399 | 1,080,399 | 1,720,797 | 1,720,797 | 1,720,797 |
Interest rate risk
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing assets, the Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group's policy is to maintain its borrowings in fixed rate instruments where applicable.
Foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises on financial assets and liabilities that are denominated in a currency other than the functional currency of the entity by which they are held.
The Group's currency exposure based on the information provided to key management is as follows:
United | Hong | New | |||||||||||||||
States | Kong | Chinese | Taiwan | Philippine | |||||||||||||
dollars | Sterling | dollars | Renminbi | dollars | Peso | Others | Total | ||||||||||
At 31 March 2012 | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||
Financial assets | |||||||||||||||||
Trade receivables | 1,752,866 | - | - | - | - | 266 | - | 1,753,132 | |||||||||
Other receivables and deposits | 13,930 | 5,134 | 74,871 | 84,745 | 23,606 | 26,962 | - | 229,248 | |||||||||
Cash and cash equivalents |
974,977 |
39,179 |
43,863 |
30,740 |
27,097 |
7,360 |
17,342 |
1,140,558 | |||||||||
2,741,773 | 44,313 | 118,734 | 115,485 | 50,703 | 34,588 | 17,342 | 3,122,938 |
Financial liabilities | |||||||||||||||||
Borrowings | - | - | - | - | - | - | - | - | |||||||||
Trade payables and accruals | (48,762) | (124,487) | (138,552) | (60,015) | (36,681) | (46,049) | (223) | (454,769) | |||||||||
Other payables | (399,741) | - | - | - | (3,998) | - | (17,342) | (421,081) | |||||||||
Amount due to a connected company |
- |
- |
- |
(217,040) |
12,491 |
- |
- |
(204,549) | |||||||||
(448,503) | (124,487) | (138,552) | (277,055) | (28,188) | (46,049) | (17,565) | (1,080,399) | ||||||||||
Currency exposure | 2,293,270 | (80,174) | (19,818) | (161,570) | 22,515 | (11,461) | (223) | 2,042,539 |
United | Hong | New | |||||||||||||||
States | Kong | Chinese | Taiwan | Philippine | |||||||||||||
dollars | Sterling | dollars | Renminbi | dollars | Peso | Others | Total | ||||||||||
At 31 March 2011 | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||
Financial assets | |||||||||||||||||
Trade receivables | - | - | - | - | - | - | - | - | |||||||||
Other receivables and deposits | 346,768 | 5,389 | 86,668 | 81,137 | 30,103 | - | - | 550,065 | |||||||||
Cash and cash equivalents |
19,370 |
83,429 |
997 |
30,624 |
4,243 |
- |
- |
138,663 | |||||||||
366,138 | 88,818 | 87,665 | 111,761 | 34,346 | - | - | 688,728 | ||||||||||
Financial liabilities | |||||||||||||||||
Borrowings | - | - | (1,284) | - | - | - | - | (1,284) | |||||||||
Trade payables and accruals | (156,011) | (114,664) | (111,376) | (61,392) | (52,298) | - | - | (495,741) | |||||||||
Other payables | - | - | - | - | (2,981) | - | - | (2,981) | |||||||||
Amount due to a connected company |
(1,008,823) |
- |
14,588 |
- |
(226,556) |
- |
- |
(1,220,791) | |||||||||
(1,164,834) | (114,664) | (98,072) | (61,392) | (281,835) | - | - | (1,720,797) | ||||||||||
Currency exposure | (798,696) | (25,846) | (10,407) | 50,369 | (247,489) | - | - | (1,032,069) |
The following table illustrates the sensitivity of the net result for the year and equity in regards to the Group's financial assets and liabilities denominated in foreign currencies.
United | Hong | New | |||||||||||||||
States | Kong | Chinese | Taiwan | Philippine | |||||||||||||
dollars | Sterling | dollars | Renminbi | dollars | Peso | Others | Total | ||||||||||
At 31 March 2012 | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||
10% strengthening of US$ | - | 8,017 | 1,982 | 16,157 | (2,252) | 1,146 | 22 | 25,072 | |||||||||
10% weakening of US$ | - | (8,017) | (1,982) | (16,157) | 2,252 | (1,146) | (22) | (25,072) |
United | Hong | New | |||||||||||||||
States | Kong | Chinese | Taiwan | Philippine | |||||||||||||
dollars | Sterling | dollars | Renminbi | dollars | Peso | Others | Total | ||||||||||
At 31 March 2011 | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||
10% strengthening of US$ | - | 2,585 | 1,041 | (5,037) | 24,749 | - | - | 23,338 | |||||||||
10% weakening of US$ | - | (2,585) | (1,041) | 5,037 | (24,749) | - | - | (23,338) |
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. The Group's current strategy is to maintain sufficient cash balances to satisfy ongoing requirements.
Capital structure
The Group's capital structure is as follows:
2012 | 2011 | |||||
US$ | US$ | |||||
Cash and cash equivalents | (1,140,558) | (138,663) | ||||
Borrowings | - | 1,284 | ||||
Net funds | (1,140,558) | (137,379) | ||||
Shareholders' equity | 3,540,341 | 741,139 | ||||
Capital employed | 2,399,783 | 603,760 |
25 Investments in subsidiaries
The Company holds issued share capital of the following subsidiary undertakings:
Company Country of Held directly Class Percentage
incorporation or indirectly holding
Money Swap Holdings Limited Hong Kong Directly Ordinary 100%
MoneySwap Payment Solution Corp. # Philippines Directly Ordinary 100%
MoneySwap Limited United Kingdom Indirectly Ordinary 100%
MoneySwap FX Limited United Kingdom Indirectly Ordinary 100%
MoneySwap Cyprus Limited Cyprus Indirectly Ordinary 100%
MS Customer Services Limited Taiwan Indirectly Ordinary 100%
Money Swap Exchange Limited Hong Kong Indirectly Ordinary 100%
MS Services Center Limited Hong Kong Indirectly Ordinary 100%
Money Swap Financial Peoples'
E-Service (Shanghai) Co., Limited # Republic of China Indirectly Ordinary 60%
# Reporting date for these subsidiaries is 31 December, different from the Group due to local statutory requirements.
On 14 April 2011, approximately 0.44% of the issued share capital of Money Swap Holdings Limited was transferred to the Company via a share for share exchange.
On 4 March 2011, the software acquisition agreement signed by Money Swap Holdings Limited on 5 September 2009 was cancelled. As a result, on 18 May 2011, the 50,000,000 ordinary shares in Money Swap Holdings Limited, approximately 6.7% of the issued share capital of Money Swap Holdings Limited, issued in consideration for the software was transferred to the Company.
After the above two share transfers, Money Swap Holdings Limited became a wholly owned subsidiary of the Company.
On 5 October 2011, the Company set up a wholly owned subsidiary in Philippines, with paid-in capital of PHP6,250,000. The subsidiary is held by five individual shareholders, including the general manager of the subsidiary, as nominees for the Company.
Subsequent to the year end, approval was obtained from the local government bureau of the Peoples' Republic of China for the acquisition by Money Swap Holdings Limited of the remaining 40% equity interest in Money Swap Financial E-Service (Shanghai) Co., Limited. Money Swap Financial E-Service (Shanghai) Co., Limited is now a wholly owned subsidiary of Money Swap Holdings Limited.
26 Investment in associates
2012 | 2011 | ||||||
US$ | US$ | ||||||
Total assets | 127 | 203 | |||||
Total liabilities | (52,809) | (50,618) | |||||
Net liabilities | (52,682) | (50,415) | |||||
Group's share of net liabilities of associate | (25,814) | (24,703) | |||||
Accumulated losses | (52,762) | (50,494) | |||||
Group's share of accumulated losses of associate | (25,853) | (24,742) | |||||
Revenue for the year | 1,450 | - | |||||
Group's share of revenue of associate | 711 | - |
Total loss for the year | (2,076) | (22,537) | |||||
Group's share of total loss of associate | (1,017) | (11,043) |
Money Swap Holdings Limited has a 49 per cent. stake in Money Swap Singapore PTE Ltd. and this has been included within the consolidated financial statements using equity accounting. No amounts are currently included in the consolidated statement of comprehensive income for the years ended 31 March 2012 and 31 March 2011 due to the losses being incurred by MoneySwap Singapore PTE Ltd.
27 Related party transactions
Related parties comprise mainly companies which are controlled or significantly influenced by the Group's or the Company's key management personnel and their close family members.
Group
2012 | 2011 | ||||
Note | US$ | US$ | |||
Loans received from Power Capital Exchange Corp. | (a), (c), (d) | 1,489,254 | 4,740,053 | ||
Value of shares issued to Power Capital Exchange Corp. for conversion of loans | (a), (b) | 1,687,806 | 3,720,746 | ||
Value of shares issued for consultancy services | (e), (g), (h) | 404,846 | - | ||
Value of shares issued for employee services | (f) | 25,000 | - | ||
Charges in respect of share options granted to directors and employees |
(i) |
461,520 |
- | ||
Key management personnel remuneration | (j) | 1,029,648 | 692,518 |
Company
2012 | 2011 | ||||
Note | US$ | US$ | |||
Value of shares issued to Power Capital Exchange Corp. for conversion of loans owed by subsidiaries | (a), (b) | 1,687,806 | 3,720,746 | ||
Value of shares issued for consultancy services received by a subsidiary | (e), (g), (h) | 404,846 | - | ||
Value of shares issued for employee services received by a subsidiary | (f) | 25,000 | - | ||
Charges in respect of share options granted to employees and consultant for subsidiaries |
(i) |
98,848 |
- | ||
Amounts due from subsidiaries | (k) | 10,024,302 | 3,720,746 | ||
Amount due to a subsidiary | (l) | 38,621 | - |
(a) In April 2011, Power Capital Exchange Corp., for which the sole director is the brother of Kung-Min Lin, the Group's Chairman, loaned a further US$416,000 to the Group. On 9 May 2011, a debt for equity agreement was signed to convert part of the loan of £200,000 to 4,000,000 ordinary shares at £0.05 per ordinary share, with a share value of US$330,611, resulting in total outstanding balance due to Power Capital Exchange Corp. of US$1,349,000. On the same day Power Capital Exchange Corp. and the Company signed a loan agreement detailing the terms on which this amount was loaned. The loan is interest free and has a term of two years from the date of loan agreement.
The loan amount is repayable at the Company's discretion in any number of instalments. The loan amount may also be converted into ordinary shares at the Company's sole option at any time during the term, the conversion price will be the average mid-market price of the Shares in the ten business days prior to notice of such conversion being given by the Company. In March 2012, the loan was converted to ordinary shares of the Company, with a share value of US$1,356,276.
(b) In April 2011, the Company issued 555,555 ordinary shares to Power Capital Exchange Corp. for shortfall on the conversion of the Group's loans in March 2011, with a share value of US$919.
(c) Between 30 April 2011 and 25 July 2011 Power Capital Exchange Corp. loaned a further US$749,254 to the Group. On 25 July 2011 Power Capital Exchange Corp. and the Company signed a loan agreement detailing the terms on which this amount was loaned. The loan is interest free and was repaid in September 2011.
(d) Apart from the above, during the period Power Capital Exchange Corp. loaned US$324,000 to the Group. The loan is interest free and has no fixed repayment terms. As at 31 March 2012, US$204,549 was outstanding.
(e) On 11 April 2011, the Company agreed to allot 20,000,000 ordinary shares to Black Swan FZE, which is a wholly owned subsidiary of Black Swan Plc., of which the Group's director, Richard O'Dell Poulden, is Chairman, and 30,000,000 ordinary shares to Power Capital Exchange Corp. as consideration for services provided by Black Swan FZE and Power Capital Exchange Corp. to Money Swap Holdings Limited in connection with the Group's admission to AIM of the London Stock Exchange, corporate restructuring, management support and financial support provided by these two organisations over the preceding 18 months, with a share value of US$222,865.
(f) On 28 April 2011, the Company allotted 500,000 ordinary shares, with a share value of US$25,000, to Richard Victor Proksa (the Company's Chief Executive Officer) to hold for and on behalf of Chee Boon Lee (the Company's Group Finance Director). These were subsequently transferred to Chee Boon Lee on 9 August 2011, as required pursuant to Chee Boon Lee's terms of employment with its subsidiary.
(g) On 5 May 2011, 2,000,000 ordinary shares were allotted in the Company to Mr. Shih-Chieh Chang, with a share value of US$100,000, as consideration for his consultancy services to Money Swap Holdings Limited.
(h) On 9 August 2011, the Company allotted 1,000,000 ordinary shares in the Company to Dominic Madden, a previous employee of the Group, with a share value of US$81,981.
(i) On 12 August 2011 and 18 October 2011, the Company granted options over 24,000,000 ordinary shares to the Group's directors, employees and consultant, exercisable for half to ten years at £0.03 to £0.05 per ordinary share.
(j) Key management personnel remuneration
2012 | 2011 | |||||
US$ | US$ | |||||
Chee Boon Lee * | 375,355 | - | ||||
Javier Amo Fernández de Ávila | 52,837 | 103,056 | ||||
Kung-Min Lin | 84,450 | 156,000 | ||||
Richard O'Dell Poulden | 55,537 | 84,000 | ||||
Richard Victor Proksa | 258,586 | 141,376 | ||||
Tsai Ko | 37,379 | 84,000 | ||||
Saihua Xu * | 165,504 | 124,086 | ||||
1,029,648 | 692,518 |
* Included in the directors' emoluments paid to Chee Boon Lee and Saihua Xu, US$259,453 and US$39,420 represented expenses for share options granted to them.
(k) Amounts due from subsidiaries as at year end are as follows:
2012 | 2011 | |||||
US$ | US$ | |||||
Money Swap Holdings Limited | 723,250 | 534,462 | ||||
MoneySwap FX Limited | 3,858,332 | 2,779,203 | ||||
Money Swap Exchange Limited | 4,737,544 | - | ||||
MS Customer Services Limited | 680,994 | 407,081 | ||||
MS Services Center Limited | 24,182 | - | ||||
10,024,302 | 3,720,746 |
During the year ended 31 March 2012:
- Money Swap Holdings Limited paid expenses of US$441,929 on the Company's behalf and the Company issued shares with a value of US$617,414 for repayment of loans owed by and services received by Money Swap Holdings Limited. In addition, the Company sold goods of US$14,773 to Money Swap Holdings Limited.
- The Company issued shares with a value of US$1,086,773 for repayment of loans owed by MoneySwap FX Limited.
- Money Swap Exchange Limited paid expenses of US$259,258 and received funds of US$4,996,802 on the Company's behalf.
- The Company issued shares with a value of US$275,032 for repayment of loans owed by MS Customer Services Limited.
- The Company issued shares with a value of US$24,182 for payment of services received by MS Services Center Limited.
(l) During the year ended 31 March 2012, MoneySwap Limited paid expenses of US$38,621 on behalf of the Company. The balance is outstanding at the year end.
28 Ultimate controlling party
As at 31 March 2012, the Group had no controlling party.
29 Client's money
At 31 March 2012, the Group held client's money in its bank accounts amounted to US$5,707,301 (2011: US$3,003,165) in trust on behalf of its customers. Such client's money is therefore not reflected in the Consolidated Statement of Financial Position.
30 Post balance sheet events
Subsequent to the year end, approval was obtained from the local government bureau of the People's Republic of China for the acquisition by Money Swap Holdings Limited of the remaining 40% equity interest in Money Swap Financial E-Service (Shanghai) Co., Limited.
In June 2012, the Group set up a subsidiary in Australia, MoneySwap Australia Pty. Ltd., with the Group's Chief Executive Officer as the sole shareholder. The Group is in the process of transferring the equity holding back to the Group.
In August 2012, the Group's subsidiary, MoneySwap Limited, was registered with Financial Services Authority in accordance with the Payment Services Regulations 2009.
Subsequent to the year end, the Group received loans of US$350,000 and US$952,000 from a related company and an individual third party respectively. The loans bear interest at 5% per annum, have no fixed repayment terms and are repayable at the Group's discretion.
31 Statutory accounts
The financial information does not constitute the Group's statutory accounts for the year ended 31 March 2012 or the year ended 31 March 2011, but is derived from those accounts.
Statutory accounts for the year ended 31 March 2011 have been delivered to the Registrar of Companies in Gibraltar. The statutory accounts for the year ended 31 March 2011 comprised only the abridged balance sheet and no report under section 10 of the Gibraltar Companies (Accounts) Act 1999 under the exemptions for small companies available under section 11 of the Gibraltar Companies (Accounts) Act. Statutory accounts for the year ended 31 March 2012 will be filed with Companies House in Gibraltar following the Company's Annual General Meeting. The auditors have reported on those accounts and their report draws attention to the disclosures made in respect of the recoverability of a trade receivable balance of US$1,752,866 as detailed in note 13 and the Chief Executive Officer's Statement and the disclosures in respect to going concern as detailed in note 2. Despite drawing attention to these matters, the auditor's report was unmodified and did not contain statements under section 10(2) of the Gibraltar Companies (Accounts) Act 1999 or section 182(1)(a) of the Gibraltar Companies Act.
Related Shares:
SWAP.L