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Audited Results for year ended 31 March 2012

28th Sep 2012 11:04

RNS Number : 4427N
MoneySwap Plc
28 September 2012
 



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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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