30th Sep 2011 07:00
For immediate release:
MoneySwap Plc
("MoneySwap", the "Group" or the "Company")
Final Results for the Year ended 31 March 2011
The Directors of MoneySwap Plc (AIM:SWAP) the online peer-to-peer currency exchange and payment platform, are pleased to announce the audited results for the year ended 31 March 2011.
The Annual report for 2011 will be available to the shareholders and the public on the Company's web site (www.moneyswap.com) during the course of today.
- Ends -
For further information, please contact:
MoneySwap Plc | Allenby Capital Limited | GTH Communications |
Nominated Adviser | Financial PR | |
Richard Proksa Chief Executive Officer | Nick Naylor Alex Price James Reeve | Toby Hall Christian Pickel |
+852 3919 9888 | +44 20 3328 5656 | +44 203 103 3900 |
Chief Executive's Statement
I am pleased to present our Annual Report for the financial year ended 31 March 2011, our first since being successfully admitted to AIM on 31 August 2011.
Being a London Stock Exchange AIM listed company not only reinforces the Group's profile and status as one of the leading innovative providers of money exchange and online payment services in Asia, it also demonstrates that MoneySwap's processes and management team have met the LSE's stringent requirements.
Business review
The Group currently focuses on the Asian geographic market and on: (i) casinos and the online gaming business; (ii) small and medium-sized entities; and (iii) international remittances. These three areas of the Group's business are all in an early stage of development and consequently the Group did not earn significant revenues from them during the period under review.
(i) Casinos and online gaming
The Group offers a foreign exchange service enabling casinos to take both delivery of clients' money and pay out winnings in the currency of their clients' choice. This allows casino patrons in Asia to deposit funds with the casinos in currencies other than their own.
We believe that the Group's platform can reduce the costs and time associated with both traditional methods of currency exchange and fund transfers between the casinos and their clients. This is achieved by a casino client depositing cash into a MoneySwap account in one currency and then transferring those funds to the casino's MoneySwap account in the same or an alternative supported currency in real time, reducing the time required by traditional methods of transferring funds.
As part of developing the casino business, the Group has entered into operation agreements with Melco Crown (through its subsidiary, MCE International Limited) and Genting (through its subsidiary, Rosy Start Limited). Under these agreements, the Group receives fees based on the volume of transfers made. The operation agreement covers a number of Asian countries and currencies.
(ii) Small and medium-sized entities ("SMEs")
We consider that the SMEs currency exchange market is poorly serviced as a result of the significant charges being levied on such services. The Group provides a cost competitive solution which we believe will reduce the charges on fund transfers on currency exchange and allow for quicker payments to be generated by SMEs.
As at 31 March 2011, the Group had 63 corporate customers. Moving forward, we intend to grow this market with a particular initial focus on SME's based in Hong Kong and Macau. This had risen to 68 corporate customers by the date of the Company's admission to AIM.
(iii) International remittance
The Group is also able to provide low cost currency exchange and payment services to individuals including those working internationally, travellers and overseas students.
Individuals being paid in currencies other than their own domestic currency often have the need to quickly, inexpensively and securely transfer funds to family members in their home countries. Additionally employers may require a method of paying these employees securely and cost efficiently while enabling the employees to instantaneously transfer money to family members at home.
During the year under review, the Group has been developing its systems to enable employers to make payroll payments to employees using automated batch processes which would then enable the employee to transfer the funds to prepaid cards, which may in turn be used to withdraw cash or pay merchants.
Once fully operational, the Group's prepaid cards will allow international travellers to load cash onto the cards in advance and then either withdraw or pay merchants at rates we consider to be competitive.
We believe our services will also be very relevant to international students who require funds to be transferred from their families overseas to assist with tuition fees, rent and general living expenses. The Group's services will enable families to set up accounts and make instantaneous transfers from one MoneySwap account to another, irrespective of geographical location.
As at 31 March 2011, the Group had 2,670 individuals registered as users of the Group. This had risen to 2,993 by the date of the Company's admission to AIM.
Moving forward, the Group's long term objective is to build communities of both SMEs and individuals that use a MoneySwap account in order to establish a large and effective foreign currency trading exchange with meaningful liquidity and a competitively priced and timely payment service. We anticipate that once the community of users reaches a certain size, the members will begin to trade with each other although there can be no guarantee that the community will reach the required size or that the users will begin to trade with each other.
QuickPayIT
Post-year end, the Group has launched a new product for the Hong Kong market called QuickPayIT in September 2011. QuickPayIT is a secure online payment mechanism which enables individuals to pay merchants for goods and services without either party entering or receiving banking information. Merchants will be able to integrate QuickPayIT into their current online payment system and, once an online client has signed up for a QuickPayIT account, they will be able to deposit funds and make payments online to merchants where this meets with regulatory compliance. In return for this the Group will receive a fee per transaction.
We anticipate that revenues will be earned by QuickPayIT on the payment made to the merchant and on any foreign currency exchange transaction. In addition, we anticipate that fees will be generated on payments between users, as well as between users and their bank accounts.
A white label version of QuickPayIT called CasaPayer has also been launched in September in the Hong Kong market as a payment service for online gamers. CasaPayer Limited, a wholly owned subsidiary of PCG Entertainment Plc ("PCGE") of which Kung-Min Lin and Richard O'Dell Poulden, both non-executive directors of the Company, are also directors, signed an exclusive revenue sharing agreement with the Company in September 2011 for an initial period of five years. We anticipate that after CasaPayer was launched locally in Hong Kong in the last quarter of this year, it will be rolled out across the region in the following year although we do not expect that significant revenues will be generated for the Group under the agreement with CasaPayer or under QuickPayIT in the immediate future.
Financial review
During the year ended 31 March 2011, the Company completed the acquisition of a subsidiary, MoneySwap Holdings Limited, which holds seven subsidiaries and one associated company. The Group's revenues for the year ended 31 March 2011 grew by 358% to approximately US$512,000 (2010: US$112,000) as it commenced foreign currency exchange transaction services including those for Melco Crown and Genting. Since February 2011, the Group has been revising the operating procedures in the light of various regulatory matters to enable it to provide foreign currency exchange transactions in New Taiwanese Dollars to Melco Crown and Genting. As a consequence the Group's revenue on foreign exchange currency transactions in New Taiwanese Dollars from Melco Crown and Genting have ceased while the revisions to these procedures are being considered by Melco Crown and Genting.
Despite the increase in revenues, the Group's loss for the year increased by 63% to approximately US$4.6m (2010: US$2.8m) as it continued to invest in developing its systems, banking infrastructure and business model for which the Group hired more staff (2011: 43; 2010: 16) and incurred more salaries expenses (2011: US$2.0m; 2010: US$0.8m). In addition, extra office rental was incurred for MoneySwap Financial E-Services (Shanghai) Co., Limited, which was newly set up in June 2010 (2011: US$0.2m; 2010: US$nil) and legal and professional expenses amounted to US$0.5m were incurred for the AIM admission exercise progressed during the year.
As at the 31 March 2011, total equity had decreased by 51% to US$0.7m (2010: US$1.5m). This is mainly due to the share allotments of 217,796,413 shares and 57,411,100 shares for the acquisition of 92.86% equity interests in MoneySwap Holdings Limited and conversion of US$3.5m loan advanced from Power Capital Exchange Corp. respectively. Also, with the acquisition of MoneySwap Holdings Limited in March 2011 a combination reserve of US$3.8m was created. The effect of the increase of these amounts was, however, offset by the increase in loss for the year as mentioned above. Operation of the Group was also supported by a loan from Power Capital Exchange Corp. of US$1.2m.
Post-year end, I am pleased to report that the Group successfully completed a placing of US$5.0m (approximately £3.05m before expenses) bringing the Company's issued share capital to £336,696.
Future developments
Following 31 March 2011, the Group has continued to focus on developing its business model and executing its strategy. The Group's geographic focus has remained in Hong Kong and Taiwan and on the casino sector.
The Group currently has two major casino customers, Melco Crown Entertainment Limited and Genting Malaysia Berhad. The Group is currently in the process of revising its operating procedures in the light of various regulatory matters to enable it to provide foreign exchange currency transactions to take place in New Taiwanese dollars. At present, we are waiting for these revisions to the operating procedures to be formally agreed and implemented by the casinos with the obvious risk that they may never be.
With the experience already gained, though, by the Group from the Melco Crown and Genting contracts, the directors believe that the Group is now in a position to extend its services to other casinos in Asia as well as offering its services in more Asian countries to existing casino clients. The directors are therefore optimistic about the prospects for casino business as Macau is now the biggest casino market in the world (in terms of turnover). Likewise, Singapore is expected by the directors to overtake Las Vegas as the world's second largest casino market by the end of 2011.
The directors nevertheless acknowledge that it will take time to increase the number of transactions in the casino and online gaming sectors. That said the directors believe that the Group is well positioned to grow these sectors.
As mentioned earlier, the Group has also been developing its QuickPayIT product which has been launched in the Hong Kong market. As part of this launch the Group has established a new pay-in channel with EPS Limited of Hong Kong which is a consortium of 21 major banks in Hong Kong. EPS offers a convenient and simple phone and online bill payment solution that enables users to pay in funds to their MoneySwap account. The Group is additionally engaged in discussions with other similar service providers in other Asian countries.
The Group has also established an Asian based Swift gateway through its partner bank DBS of Singapore. This enables the Group to quickly and cost effectively transfer funds for its Asian clients.
In addition, the Group has recently hired business development and marketing staff to bolster its sales pipeline. These people have excellent domain knowledge and track records in building revenue streams within the region.
Outlook
The Group believes our successful admission to AIM significantly enhances our credibility and opportunities in Asia with both clients and potential commercial partners. It also provides the opportunity for the Group to use its listing to make acquisitions.
We will continue to focus on building a strong pipeline in both existing and new markets and ensuring our services are competitive, secure and scalable. With our team's track record, expertise and commitment I look forward to 2012 with optimism.
Richard Victor Proksa
Chief Executive Officer
MONEYSWAP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2011
Notes | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | |||||||
US$ | US$ | ||||||||
Revenue | 1,3 | 512,444 | 111,807 | ||||||
Administrative expenses | (5,071,500) | (2,922,918) | |||||||
Loss before taxation
| 5 | (4,559,056) | (2,811,111) |
| |||||
Taxation | 6 | (11,063) | - | ||||||
Loss for the year | (4,570,119) | (2,811,111) | |||||||
Other comprehensive loss for the year | |||||||||
Exchange difference on translation of financial statements | |||||||||
of overseas subsidiaries | (220,013) | (783) | |||||||
Total comprehensive loss for the year | (4,790,132) | (2,811,894) | |||||||
Total comprehensive loss for the year attributable to: | |||||||||
Equity holders of the Company | (4,285,869) | (2,811,894) | |||||||
Non-controlling interest | (504,263) | - | |||||||
(4,790,132) | (2,811,894) | ||||||||
Loss attributable to: | |||||||||
Equity holders of the Company | (4,075,415) | (2,811,111) | |||||||
Non-controlling interest | (494,704) | - | |||||||
(4,570,119) |
(2,811,111) | ||||||||
Loss per share: | US Cent | US Cent | |||||
Basic | 7 | (1.84) | (1.29) |
MONEYSWAP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2011
Share capital |
Shares to be issued |
Share premium account |
Foreign currency translation reserve |
Combination reserve |
Retained earnings |
Non-controlling interest |
Total |
| |||||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ |
| |||||||||||||
| |||||||||||||||||||||
Balance at 31 March 2009
| 642,674 | 569,178 | -
| 168,822 | - | (114,658) | - | 1,266,016 | |||||||||||||
Loss for the year | - | - | - | - | - | (2,811,111) | - | (2,811,111) |
| ||||||||||||
Exchange difference on translation of foreign operations | -
| -
| -
| (783)
| -
| -
| -
| (783)
|
| ||||||||||||
Total comprehensive loss for the year | - | - | - | (783) | - | (2,811,111) | - | (2,811,894) |
| ||||||||||||
| |||||||||||||||||||||
Issue of share capital | 317,781 | (569,178) | 3,310,973 | - | - | - | - | 3,059,576 |
| ||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
Balance at 31 March 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 |
| ||||||||||||
|
MONEYSWAP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2011
Notes |
31 Mar 2011 |
31 Mar 2010 | |||||||
US$ | US$ | ||||||||
ASSETS | |||||||||
Non-current assets | |||||||||
Property, plant and equipment | 8 | 430,425 | 159,724 | ||||||
Goodwill | 9 | 567,889 | 693,554 | ||||||
Intangible assets | 10 | 701,224 | 695,172 | ||||||
Total non-current assets | 1,699,538 | 1,548,450 | |||||||
Current assets | |||||||||
Other receivables and prepayments | 11 | 623,735 | 88,788 | ||||||
Cash and cash equivalents | 12 | 138,663 | 122,357 | ||||||
Total current assets | 762,398 | 211,145 | |||||||
TOTAL ASSETS | 2,461,936 | 1,759,595 | |||||||
EQUITY AND LIABILITIES | |||||||||
Equity attributable to equity holders of the Company | |||||||||
Share capital | 13 | 441,424 | 960,455 | ||||||
Share premium | 3,628,694 | 3,310,973 | |||||||
Combination reserve | 15 | 3,829,805 | - | ||||||
Foreign currency translation reserve | (51,974) | 168,039 | |||||||
Retained earnings | (7,001,184) | (2,925,769) | |||||||
Total equity attributable to equity holders of the Company | 846,765 | 1,513,698 | |||||||
Non-controlling interest | (105,626) | - | |||||||
Total equity | 741,139
| 1,513,698 | |||||||
Current liabilities | |||||||||
Borrowings | 16 | 1,284 | 91,379 | ||||||
Trade and other payables | 17 | 1,719,513 | 154,518 | ||||||
Total liabilities | 1,720,797 | 245,897 | |||||||
TOTAL EQUITY AND LIABILITIES | 2,461,936 | 1,759,595 | |||||||
The Financial Statements were approved by the Board of Directors on 29 September 2011 and were signed on its behalf by:
Chee Boon Lee
Director
MONEYSWAP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2011
Notes | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | |||||||
US$ | US$ | ||||||||
Cash flow from operating activities | 18 | (4,600,356) | (2,683,524) | ||||||
Cash flow from investing activities | |||||||||
Purchase of property, plant and equipment | (342,677) | (166,977) | |||||||
Purchase of intangible assets | - | (36,093) | |||||||
Cash receipt from non-controlling interest on setting up subsidiary | 296,827 | - | |||||||
Net cash outflow from investing activities | (45,850) | (203,070) | |||||||
Cash flow from financing activities | |||||||||
Loans received | 4,740,053 | - | |||||||
Loans repaid | (90,095) | (13,320) | |||||||
Shares issued | - | 2,813,127 | |||||||
Net cash inflow from financing activities | 4,649,958 | 2,799,807 | |||||||
Net increase/(decrease) in cash and cash equivalents | 3,752 | (86,787) | |||||||
Cash and cash equivalents at beginning of the period | 122,357 | 209,144 | |||||||
Effect of foreign exchange rate changes | 12,554 | - | |||||||
Cash and cash equivalents at the end of the period | 138,663 | 122,357 | |||||||
MONEYSWAP PLC
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEAR ENDED 31 MARCH 2011
1 Accounting policies
The consolidated financial information of MoneySwap Plc ("the Group") have been prepared in accordance with International Financial Report Standards ("IFRSs") as adopted by the European Union ("EU"). IFRSs is 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 is mandatory for accounting for the period ended 31 March 2011.
The principal accounting policies adopted by the Group in the preparation of its financial statements for the year ended 31 March 2011 with comparatives for the year ended 31 March 2010, are set out below. The accounting policies have been consistently applied to all periods provided.
Basis of preparation
As mentioned in note 13, between 4 March 2011 and 14 April 2011 approximately 93% of the issued share capital of MoneySwap Holdings Limited was transferred to MoneySwap Plc via a share for share exchange. This acquisition has been treated in these consolidated financial statements as a continuation of the businesses at is therefore considered by the directors as outside the scope of IFRS 3, since no business combination is occurring.
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 and 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.
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.
Revenue recognition
Revenue comprises commissions received on the execution of foreign exchange transfers on behalf of the clients.
Commissions are recognised on an accruals basis following execution of the transaction.
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.
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:
Plant and machinery - 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.
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.
Foreign currency translation
The presentational currency for the Group's consolidated financial statements is United States dollars and it is this currency in which the Group reports. 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. However, 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. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
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$1.6033 per £1 sterling (2010: US$1.5072).
Financial instruments
Financial assets and financial liabilities are recognised on the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
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.
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.
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.
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.
Equity
Equity comprises the following:
·; "Share capital" represents amounts subscribed for shares at nominal value.
·; "Share premium" represents the accumulated profits and losses attributable to equity shareholders.
·; "Shares to be issued" represents amounts received in advance in respect of shares to be issued post period end.
·; "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.
·; "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.
IFRSs in issue but not yet effective
At the date of authorisation of the 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 7 (Amended) - Financial Instruments: Disclosure - effective for periods commencing on or after 1 January 2011
·; IAS 24 (Revised) - Related Party Disclosures - effective for periods commencing on or after 1 January 2011
·; Amendments to IAS12: Deferred Tax: Recovery of Underlying Assets - effective for periods commencing on or after 1 January 2011
·; IFRS 9 - Financial Instruments - effective for periods commencing on or after 1 January 2013
·; IFRS 10 - Consolidated Financial Statements - effective for periods commencing on or after 1 January 2013
·; IFRS 11 - Joint Arrangements - effective for periods commencing on or after 1 January 2013
·; IFRS 12 - Disclosure of Interests in Other Entities - effective for periods commencing on or after 1 January 2013
·; IFRS 13 - Fair Value Measurement - effective for periods commencing on or after 1 January 2013
·; IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments - effective for periods commencing on or after 1 July 2010
·; Amendment to IFRIC 14 - 'Prepayments of a Minimum Funding Requirement' - effective for periods commencing on or after 1 January 2011
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.
2 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:
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).
3 Segmental analysis
In the opinion of the directors, the Group has three reportable operating segments as follows:
- Casinos and online gaming ("Casinos")
- Small and medium-sized entities ("SMEs")
- International remittance
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | ||||||||
US$ | US$ | ||||||||
Casinos | |||||||||
Revenue | 456,515 | - | |||||||
Segmental gross profit | 456,515 | - | |||||||
SMEs and International remittance | |||||||||
Revenue | 38,320 | 111,807 | |||||||
Segmental gross profit | 38,320 | 111,807 | |||||||
Consolidated | |||||||||
Net revenue | 494,835 | 111,807 | |||||||
Gross profit | 494,835 | 111,807 | |||||||
Other revenue | 17,609 | - | |||||||
Administrative expenses | (5,071,500) | (2,922,918) | |||||||
Operating loss | (4,559,056) | (2,811,111) |
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 administrative expenses between the business segments, nor segmental net assets. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.
The Group is organised around two main geographical areas and a split of the geographical segments is as follows:
Segmental information for the year ended 31 March 2011 |
| ||||||
Europe | Asia-Pacific | Total | |||||
US$ | US$ | US$ | |||||
Segmental revenue from external customers | - | 512,444 | 512,444 | ||||
Capital expenditure | 822 | 341,855 | 342,677 | ||||
Segmental assets | 678,199 | 1,783,737 | 2,461,936 | ||||
| Segmental information for the year ended 31 March 2010 |
| |||||||||||
| Europe | Asia-Pacific | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Segmental revenue from external customers | 111,807 | - | 111,807 | |||||||||
| |||||||||||||
| |||||||||||||
| Capital expenditure | 36,093 | 306,914 | 343,007 | |||||||||
| |||||||||||||
| |||||||||||||
| Segmental assets | 633,986 | 1,125,609 | 1,759,595 | |||||||||
| |||||||||||||
| |||||||||||||
4 | Staff costs |
| |||||||||||
| |||||||||||||
There were no post employment benefits expenses in any period. Other staff costs were as follows: |
| ||||||||||||
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | ||||||
US$ | US$ | ||||||
Wages and salaries | 1,167,577 | 340,407 | |||||
Consultancy fees | 797,056 | 430,921 | |||||
1,964,633 | 771,328 |
The total remuneration of the directors for each period is as follows:
|
| |||||||
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | |||||||
US$ | US$ | |||||||
Salaries, allowances and benefits in kind | 692,518 | - | ||||||
Consultancy fees | - | 92,403 | ||||||
692,518 | 92,403 | |||||||
Some of the directors were paid consultancy fees prior to their appointment as directors of the Group. | ||||||||
5 | Loss before taxation is stated after charging/(crediting): | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| |||||||||||||||||||||||
US$ | US$ |
| |||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Depreciation of property, plant and equipment | 76,111 | 13,953 |
| ||||||||||||||||||||||||
Amortisation | 28,638 | - |
| ||||||||||||||||||||||||
Foreign exchange losses and (gains) | 24,803 | (35,871) |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||
| |||||||||||||||||||||||||||
6 | Taxation | ||||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| |||||||||||||||||||||||||
US$ | US$ |
| |||||||||||||||||||||||||
Tax reconciliation |
| ||||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Loss on ordinary activities before taxation | (4,559,056) | (2,811,111) |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Loss on ordinary activities multiplied by the standard rate of corporation tax in Gibraltar of 10% (for each of the periods shown) |
(455,906) |
(281,111) |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Taxation effects of: |
| ||||||||||||||||||||||||||
Rate adjustment relating to overseas results | (400,140) | (15,215) |
| ||||||||||||||||||||||||
Expense not deductible | 384,833 | 69,743 |
| ||||||||||||||||||||||||
Income not subject to tax due to carry back relief in respect of trading losses being applied |
- |
(615) |
| ||||||||||||||||||||||||
Group relief | - | (391) |
| ||||||||||||||||||||||||
Trading losses not utilised | 482,276 | 227,589 |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||
Current tax charge | 11,063 | - |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||
The Group's unrecognised deferred tax asset can be analysed as follows: | US$ | US$ |
| ||||
| |||||||
Trading tax losses not utilised | 976,520 | 494,244 |
| ||||
| |||||||
| |||||||
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. |
7 Loss per share
2011 US$ | 2010 US$ |
| |||||||||||||||||||
Net loss attributable to ordinary shares |
| ||||||||||||||||||||
| |||||||||||||||||||||
Weighted average number of ordinary shares | 221,199,517 | 217,896,413 |
| ||||||||||||||||||
Basic loss per share (US Cents) | (1.84) | (1.29) |
| ||||||||||||||||||
| |||||||||||||||||||||
| |||||||||||||||||||||
| Basic loss per share have been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the financial 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. The number of shares issued on the share for share exchange has also been used as the comparative for 2010.
|
|
8 | Property, plant and equipment | Leasehold improvements | Plant and machinery | Total | |||||||||
US$ | US$ | US$ | |||||||||||
Cost | |||||||||||||
At 31 March 2010 | 147,126 | 28,113 | 175,239 | ||||||||||
Additions | 193,156 | 149,521 | 342,677 | ||||||||||
Exchange movement | 2,011 | 3,549 | 5,560 | ||||||||||
At 31 March 2011 | 342,293 | 181,183 | 523,476 | ||||||||||
Depreciation | |||||||||||||
At 31 March 2010 | 9,097 | 6,418 | 15,515 | ||||||||||
Charge for the year | 51,776 | 24,335 | 76,111 | ||||||||||
Exchange movement | 199 | 1,226 | 1,425 | ||||||||||
At 31 March 2011 | 61,072 | 31,979 | 93,051 | ||||||||||
Net Book Value | |||||||||
At 31 March 2010 | 138,029 | 21,695 | 159,724 | ||||||
At 31 March 2011 | 281,221 | 149,204 | 430,425 | ||||||
9 |
Goodwill |
Goodwill | |
US$ | |||
Cost | |||
At 31 March 2010 | 693,554 | ||
Exchange movement | (125,665) | ||
At 31 March 2011 | 567,889 | ||
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 2011 the directors did not consider there to be any impairment in respect of the goodwill.
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 10%.
|
10 | Intangible assets | Development costs | Software
| Total
| ||||
US$ | US$ | US$ | ||||||
Cost | ||||||||
At 31 March 2010 | 555,236 | 139,936 | 695,172 | |||||
Exchange movement | 35,572 | - | 35,572 | |||||
At 31 March 2011 | 590,808 | 139,936 | 730,744 | |||||
Amortisation | ||||||||
At 31 March 2010 | - | - | - | |||||
Charge for the year | 28,638 | - | 28,638 | |||||
Exchange movement | 882 | - | 882 | |||||
At 31 March 2011 | 29,520 | - | 29,520 | |||||
Net Book Value | ||||||||
At 31 March 2010 | 555,236 | 139,936 | 695,172 | |||||
At 31 March 2011 | 561,288 | 139,936 | 701,224 | |||||
The software was not in use during either year and accordingly no amortisation has been charged to the statement of comprehensive income.
Subsequent to the year end the asset was disposed of, for details please refer to note 26.
|
11 |
Other receivables and prepayments |
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||||||||||||||||||
US$ | US$ |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
Other receivables and deposits | 550,065 | 88,788 |
| |||||||||||||||||||||||||||
Prepayments | 73,670 | - |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
623,735 | 88,788 |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
The directors consider that the carrying amount of other receivables and prepayments approximates to their fair value.
The Group has no significant concentration of credit risk, with exposure spread over a large number of customers.
Other receivables and deposits included rental deposits of US$195,568 (2010: US$88,788), which are expected to be recovered after one year. Apart from this all of the other receivables and prepayments are expected to be recovered or recognised as expenses within one year.
|
| |||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
12 | Cash and cash equivalents | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||||||||||||||||||
US$ | US$ |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
Cash at bank and on hand - US dollars | 19,370 | 33,099 |
| |||||||||||||||||||||||||||
Cash at bank and on hand - Sterling | 83,429 | 22,108 |
| |||||||||||||||||||||||||||
Cash at bank and on hand - Hong Kong dollars | 997 | - |
| |||||||||||||||||||||||||||
Cash at bank and on hand - Chinese Renminbi | 30,624 | - |
| |||||||||||||||||||||||||||
Cash at bank and on hand - New Taiwan dollars | 4,243 | 67,154 |
| |||||||||||||||||||||||||||
Cash at bank and on hand - other currencies | - | (4) |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
138,663 | 122,357 |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
13 | Share capital | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||||||||||||||||||
US$ | US$ |
| ||||||||||||||||||||||||||||
Allotted, issued and fully paid
|
| |||||||||||||||||||||||||||||
275,307,513 ordinary shares (Nominal value: £0.001) | 441,424 | - |
| |||||||||||||||||||||||||||
2010: 746,629,746 ordinary shares (Nominal value: HK$0.01) | - | 960,455 |
| |||||||||||||||||||||||||||
On 4 March 2011 approximately 93 per cent of the issued share capital of MoneySwap Holdings Limited was transferred to the Company via a share for share exchange. The share capital as at 31 March 2010 represents the shares in MoneySwap Holdings Limited.
| ||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
14 | Shares to be issued reserve | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||||||||||||||||||
US$ | US$ |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
At the start of the financial period | - | 569,178 |
| |||||||||||||||||||||||||||
Shares issued | - | (569,178) |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
At the end of the financial period | - | - |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
15 | Combination reserve | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||||||||||||||||||
US$ | US$ |
| ||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
At the start of the financial period | - | - |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
Arising on the acquisition of MoneySwap Holdings Limited | 3,829,805 | - |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
At the end of the financial period | 3,829,805 | - |
| |||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
16 | Borrowings | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||
US$ | US$ |
| ||||||
| ||||||||
Current |
| |||||||
Directors' loans | - | 91,379 |
| |||||
Other loans | 1,284 | - |
| |||||
| ||||||||
1,284 |
91,379 |
| ||||||
The above loans are all interest free, unsecured and repayable on demand.
|
17 | Trade and other payables | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | ||||
US$ | US$ | ||||||
Trade payables and accruals | 495,741 | 125,406 | |||||
Other payables | 2,981 | - | |||||
Amount due to connected company | 1,220,791 | 29,112 | |||||
1,719,513 | 154,518 | ||||||
The amount due to connected company is interest free, unsecured and repayable on demand. On 9 May 2011 a debt for equity agreement was signed to convert £200,000 of the loan to Ordinary Shares of the Company. On the same day, a loan agreement was signed detailing the terms of the remaining portion of the loan. For details please refer to note 26.
|
18 |
Cash flow from operating activities
|
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 |
| ||||||||||
US$ | US$ |
| ||||||||||||
| ||||||||||||||
Loss before tax | (4,559,056) | (2,811,111) |
| |||||||||||
Foreign exchange translation differences | 24,803 | (35,871) |
| |||||||||||
Depreciation and amortisation | 104,749 | 13,953 |
| |||||||||||
| ||||||||||||||
| ||||||||||||||
(4,429,504) | (2,833,029) |
| ||||||||||||
Changes in working capital |
| |||||||||||||
Other receivables and prepayments | (534,947) | 17,345 |
| |||||||||||
Trade and other payables | 375,158 | 132,160 |
| |||||||||||
Income tax paid | (11,063) | - |
| |||||||||||
| ||||||||||||||
| ||||||||||||||
Cash flows from operating activities | (4,600,356) | (2,683,524) |
| |||||||||||
| ||||||||||||||
| ||||||||||||||
19 | Capital commitments | |||||||||||||
At 31 March 2011 there were no capital commitments that had not been provided for. | ||||||||||||||
20 |
Contingent liabilities | |||||||
There were no contingent liabilities at 31 March 2011. |
21 | 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. | |||||||||||
| Financial assets | ||||||||||
At 31 March 2011 | Loans and receivables | Total carrying value | |||||||||
US$ | US$ | ||||||||||
Other receivables and deposits | 550,065 | 550,065 | |||||||||
Cash and cash equivalents | 138,663 | 138,663 | |||||||||
688,728 | 688,728 | ||||||||||
At 31 March 2010 | Loans and receivables | Total carrying value | |||||||||
US$ | US$ | ||||||||||
Other receivables and deposits | 88,788 | 88,788 | |||||||||
Cash and cash equivalents | 122,357 | 122,357 | |||||||||
211,145 | 211,145 | ||||||||||
Financial liabilities | |||||||||||
At 31 March 2011 | Measured at amortised cost | Total carrying value | |||||||||
US$ | US$ | ||||||||||
Borrowings | 1,284 | 1,284 | |||||||||
Trade payables and accruals | 495,741 | 495,741 | |||||||||
Other payables | 2,981 | 2,981 | |||||||||
Amount due to connected company | 1,220,791 | 1,220,791 | |||||||||
1,720,797 | 1,720,797 | ||||||||||
At 31 March 2010 | Measured at amortised cost | Total carrying value | |||||||||
US$ | US$ | ||||||||||
Borrowings | 91,379 | 91,379 | |||||||||
Trade payables and accruals | 125,406 | 125,406 | |||||||||
Amount due to connected company | 29,112 | 29,112 | |||||||||
245,897 | 245,897 | ||||||||||
Borrowings, trade payables and other payables generally have short times to maturity and so the values reported approximate the fair values. | |
Financial assets which are past due or impaired | |
As at 31 March 2011 and 31 March 2010, no financial assets classified as "loans and receivables" were past due or impaired. | |
Financial instrument risk management and exposure | |
The Group's current activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. 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. The Board of Directors establishes the detailed policies such as authority levels, oversight responsibilities, risk identification and measurement, exposure limits and hedging strategies. |
Market risk
(a) 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:
|
| |||||||||||||||||||||||||||||||||||
Market risk | US$ | £ | Hong Kong $ | New Taiwan $ | Other | Total |
| ||||||||||||||||||||||||||||
(a) Currency risk (continued) | US$ | US$ | US$ | US$ | US$ | US$ |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
At 31 March 2010
|
| ||||||||||||||||||||||||||||||||||
Financial assets |
| ||||||||||||||||||||||||||||||||||
Cash and cash equivalents | 33,099 | 22,108 | - | 67,154 | (4) | 122,357 |
| ||||||||||||||||||||||||||||
Other receivables and deposits | - | 18,638 | 70,150 | - | - | 88,788 |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
33,099 | 40,746 | 70,150 | 67,154 | (4) | 211,145 |
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
Financial liabilities |
| ||||||||||||||||||||||||||||||||||
Borrowings | (830) | - | (90,549) | - | - | (91,379) |
| ||||||||||||||||||||||||||||
Trade and other payables | (32,192) | (60,962) | - | (61,364) | - | (154,518) |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
(33,022) | (60,962) | (90,549) | (61,364) | - | (245,897) |
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
Currency exposure | 77 | (20,216) | (20,399) | 5,790 | (4) | (34,752) |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||
| (b) Cash flow and fair value interest rate risks | |||||||||||||||||||||||
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. | ||||||||||||||||||||||||
(c) Market risk and sensitivity analysis
Market risk arises from the Group's use of tradable foreign current financial instruments. It is the risk that the fair value or cash flows of a financial instrument will fluctuate because of changes to the foreign exchange rate.
Given the extent of the exposures as at 31 March 2011 and 31 March 2010 the Group considers its market risk to be a manageable risk to the extent that further sensitivity analysis is not required due to the directors considering it to not be material as at each balance sheet date. | ||||||||||||||||||||||||
| 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$688,728 (2010: US$211,145) at the year ended 31 March 2011.
For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties.
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$138,663 (2010: US$122,357) at the year ended 31 March 2011.
The Group has no significant concentration of credit risk and the exposures are spread over numerous counterparties and customers.
Financial assets that are neither past due nor impaired
Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies. Trade receivables are neither past due nor impaired.
There is no class of financial assets that is past due and / or impaired. | |||||||||||||||||||||||
Liquidity risk
The table below analyses the maturity profile of the Group's financial liabilities (including derivative financial liabilities) based on contractual undiscounted cash flows: | ||||||||||||||||||||||||
Liquidity risk | ||||||||||||||||||||||||
Less than 1 year | ||||||||||||||||||||||||
US$ | ||||||||||||||||||||||||
At 31 March 2011 | ||||||||||||||||||||||||
Borrowings | 1,284 | |||||||||||||||||||||||
Trade and other payables | 1,719,513 | |||||||||||||||||||||||
1,720,797 | ||||||||||||||||||||||||
At 31 March 2010 | ||||||||||||||||||||||||
Borrowings | 91,379 | |||||||||||||||||||||||
Trade and other payables | 154,518 | |||||||||||||||||||||||
245,897 | ||||||||||||||||||||||||
The Group manages the liquidity risk by maintaining sufficient cash to enable them to meet their normal operating commitments, having an adequate amount of committed credit facilities. |
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: |
| Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | |||||||
US$ | US$ | ||||||||
Cash and cash equivalents | (138,663) | (122,357) | |||||||
Borrowings | 1,284 | 91,379 | |||||||
Net funds | (137,379) | (30,978) | |||||||
Shareholders' equity | 741,139 | 1,513,698 | |||||||
Capital employed | 603,760 | 1,482,720 |
22 Investment in subsidiaries
The Group's Parent Company holds the issued share capital of the following subsidiary undertakings.
Company Country of Held directly Class Percentage holding
incorporation or indirectly
MoneySwap Holdings Limited Hong Kong Directly Ordinary 93%
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%
MoneySwap Exchange Limited Hong Kong Indirectly Ordinary 100%
MS Services Center Limited Hong Kong Indirectly Ordinary 100%
MoneySwap Financial Peoples'
E-Services (Shanghai) Limited Republic of China Indirectly Ordinary 60%
MoneySwap Financial E-Services (Shanghai) Limited was established on 11 June 2010 and is 60 per cent owned by MoneySwap Holdings Limited, the remaining 40% is treated as a non-controlling interest on consolidation.
On 4 March 2011 approximately 93% per cent of the issued share capital of MoneySwap Holdings Limited was transferred to the Company via a share for share exchange. The remaining 7% is treated as a non-controlling interest on consolidation.
With the above two transactions, total non-controlling interest as at 31 March 2011 was US$105,626 as included in the consolidated statement of financial position within equity, and the non-controlling interest's share of loss for the year amounted to US$494,704, details as follows:
|
23 Investment in associates
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | ||||
US$ | US$ | ||||
Total assets Total liabilities | 203 (50,618) | 15,172 (38,091) | |||
Net assets Group's share of net assets of associate | (50,415) (24,703) | (22,919) (11,230) | |||
Total loss for the period | (22,537) | (22,990) | |||
Group's share of losses of associate | (11,043) | (11,265) |
MoneySwap Holdings Limited has a 49 per cent stake in MoneySwap Singapore PTE 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 2011 and 31 March 2010 due to the losses being incurred by MoneySwap Singapore PTE.
24 Related party transactions
Related parties comprise mainly companies which are controlled or significantly influenced by the Group's key management
personnel and their close family members.
During the year the Group received a loan of US$539,544 (2010: US$88,803) from Manuel Sequeira, a marketing consultant; there was no amount still outstanding at the year end (2010: US$88,803).
During the year the Group received a loan of US$4,740,053 (2010: US$29,112) from Power Capital Exchange Corp. On 4 March 2011 a debt for equity agreement was signed to convert part of the loan to Ordinary Shares of the Company. As at 31 March 2011 US$1,220,791 was outstanding (2010: US$29,112).
Also during the year, the Group paid MicroExchanges Limited US$nil (2010:US$119,931) in respect of IT consultancy services for maintaining the exchange platform and related software. At the year end there was no amount outstanding. Ralph Hazell is the sole director of MicroExchanges Limited and owns 87 per cent of MicroExchanges Limited. Ralph Hazell is a founder member of the Group and owned 7.18 per cent of MoneySwap Plc. at 31 March 2011.
Intra group transactions
Transactions between Group companies have not been disclosed as these have all been eliminated in the preparation of the Consolidated Financial Statements.
Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | |||
US$ | US$ | |||
Expenses charged to the Group by related parties: | ||||
MicroExchanges Limited | - | 119,931 | ||
- | 119,931 | |||
Key management personnel | Year ended 31 Mar 2011 | Year ended 31 Mar 2010 | ||
US$ | US$ | |||
Kung-Min Lin Richard Victor Proksa Chee Boon Lee Saihua Xu Richard O'Dell Poulden Tsai Ko Javier Amo Fernández de Ávila | 156,000 141,376 - 124,086 84,000 84,000 103,056 | - - - 30,285 14,000 27,321 20,797 | ||
692,518 | 92,403 | |||
25 Ultimate controlling party
As at 31 March 2011 the Group had no controlling party.
26 Post balance sheet events
On 20 July 2011 the company changed its name from MoneySwap Limited to MoneySwap Plc and on 4 August 2011 the Company re-registered as a public limited company.
On 31 August 2011 MoneySwap Plc. shares were admitted to the Alternative Investment Market ("AIM") of the London Stock Exchange.
In April 2011 Power Capital Exchange Corp. 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, 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.
Between 30 April 2011 and 25 July 2011 Power Capital Exchange Corp. loaned a further US$749,254 to the Company. 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 may be repaid at the Company's discretion at any time up to one month from the date of the Admission.
On 11 April 2011, the Company agreed to allot 20,000,000 Ordinary Shares to Black Swan FZE 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 MoneySwap Holdings Limited in connection with Admission, corporate restructuring, management support and financial support provided by these two organisations over the preceding 18 months.
On 28 April 2011 the Company allotted 500,000 Ordinary Shares 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 Bon Lee's terms of employment.
On 5 May 2011 2,000,000 Ordinary Shares were allotted in the Company to Mr. Shih-Chieh Chang as consideration for his consultancy services to MoneySwap Holdings Limited.
On 23 December 2010 MoneySwap 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 the 50,000,000 Ordinary Shares in MoneySwap 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.
On 9 August 2011 the Company allotted 1,000,000 Ordinary Shares in the Share Capital of the Company to Dominic Madden, a previous employee of the Group.
In August 2011 the Company, conditional on Admission, allotted 62,500,000 Ordinary Shares whereby the Company raised £3.05 million (before expenses).
In August 2011 the Company allotted 500,000 Ordinary Shares to Allenby Capital, conditional on Admission.
On 25 August 2011 the Company, conditional on Admission, granted options over 19,800,000 Ordinary Shares, exercisable for one to ten years following Admission exercisable at £0.03 to £0.05 per Ordinary share.
On 25 August 2011 the Company, conditional on Admission, granted options over 2,139,229 Ordinary Shares exercisable for five years following Admission exercisable at £0.05 per Ordinary share.
On 25 August 2011 the Company, conditional on Admission, granted options over 2,949,538 Ordinary Shares exercisable for five years following Admission exercisable at £0.03 per Ordinary Share. The options were originally agreed on 29 September 2009 and replaced options over an equivalent number of shares in MoneySwap Holdings Limited.
STATEMENT
This statement was approved by the directors on 29 September 2011. This statement does not constitute the Group's statutory accounts for the year ended 31 March 2011. The auditor's report for the accounts to 31 March 2011 is unqualified.
Related Shares:
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