Toikido Limited Filleted accounts for Companies House (small and micro)

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COMPANY REGISTRATION NUMBER: 12877756

Toikido Limited

Filleted Financial Statements

30 September 2022

Toikido Limited

Statement of Financial Position

30 September 2022

	2022	2021
Note	£	£

Fixed assets

Intangible assets	5	257,330	–
Tangible assets	6	35,139	7,379
		---------	-------
		292,469	7,379

Current assets

Stocks		10,072	–
Debtors	7	5,566,840	1,402,968
Cash at bank and in hand		1,450,891	1,180,868
		------------	------------
		7,027,803	2,583,836

Creditors: amounts falling due within one year	8	1,783,658	1,872,181
		------------	------------
Net current assets		5,244,145	711,655
		------------	---------
Total assets less current liabilities		5,536,614	719,034
		------------	---------
Net assets		5,536,614	719,034
		------------	---------

Capital and reserves

Called up share capital	9	1,250	1,000
Share premium account		2,418,605	–
Share based payments reserve		24,794	–
Profit and loss account		3,091,965	718,034
		------------	---------
Shareholders funds		5,536,614	719,034
		------------	---------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 14 July 2023 , and are signed on behalf of the board by:

D F Garnham

Director

Company registration number: 12877756

Toikido Limited

Notes to the Financial Statements

Year ended 30 September 2022

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 99 Strawberry Vale, Twickenham, TW1 4SJ, England.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

At the time of approving the financial statements, the directors, after making enquires, considering all available information about the future, and reviewing the company forecasts and projections, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and to discharge its liabilities as they fall due for a period covering at least 12 months from the date of approval of the financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements of the company.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for the services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually on despatch of the goods, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered. Royalty and commission income are recognised in accordance with underlying agreements with third parties. This income is generally recognised upon receipt of royalty statements in the year or if received post year then recognised as accrued income.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. No amortisation has been provided against the intangible assets as the project has not been completed.

Research and development

Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Fixtures and fittings	-	20% straight line
Equipment	-	33% straight line
Storage unit	-	20% straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 5 (2021: 1 ).

5. Intangible assets

	Development costs
	£
Cost
Additions	257,330
	---------
At 30 September 2022	257,330
	---------
Amortisation
At 1 October 2021 and 30 September 2022	–
	---------
Carrying amount
At 30 September 2022	257,330
	---------
At 30 September 2021	–
	---------

6. Tangible assets

	Fixtures and fittings	Equipment	Storage Unit	Total
	£	£	£	£
Cost
At 1 October 2021	710	7,779	–	8,489
Additions	1,828	17,619	15,811	35,258
	-------	--------	--------	--------
At 30 September 2022	2,538	25,398	15,811	43,747
	-------	--------	--------	--------
Depreciation
At 1 October 2021	–	1,110	–	1,110
Charge for the year	213	4,782	2,503	7,498
	-------	--------	--------	--------
At 30 September 2022	213	5,892	2,503	8,608
	-------	--------	--------	--------
Carrying amount
At 30 September 2022	2,325	19,506	13,308	35,139
	-------	--------	--------	--------
At 30 September 2021	710	6,669	–	7,379
	-------	--------	--------	--------

7. Debtors

	2022	2021
	£	£
Trade debtors	68,637	687,808
Other debtors	5,498,203	715,160
	------------	------------
	5,566,840	1,402,968
	------------	------------

8. Creditors: amounts falling due within one year

	2022	2021
	£	£
Trade creditors	1,090,571	–
Corporation tax	490,641	–
Social security and other taxes	54,477	101,583
Other creditors	147,969	1,770,598
	------------	------------
	1,783,658	1,872,181
	------------	------------

9. Called up share capital

Issued, called up and fully paid

	2022		2021
	No.	£	No.	£
Ordinary shares of £ 0.01 (2021 - £ 1) each	125,000	1,250	1,000	1,000
	---------	-------	-------	-------

During the year, the company issued 250 ordinary £1 shares for a total consideration of £2,418,855. During the year there was a sub-division of the ordinary £1 shares into £0.01 ordinary shares. During the year, the company granted 6,100 options over £0.01 shares in the company.

10. Capital commitments

Capital expenditure contracted for but not provided for in the financial statements is as follows:

	2022	2021
	£	£
Intangible assets	936,632	–
	---------	----

11. Events after the end of the reporting period

Post year end, the company issued an additional 4,400 of options over £0.01 ordinary shares of the company.

12. Summary audit opinion

The auditor's report for the year dated 17 July 2023 was unqualified .

The senior statutory auditor was Peter Conneely , for and on behalf of Shipleys LLP .

13. Directors' advances, credits and guarantees

During the year the company loaned the director D Garnham £2,178,774 (2021: £nil) and the same director paid expenses on behalf of the company of £11,489 (2021: £nil). Interest on this loan was charged at 2.5% which gave rise to an interest charge in the year of £16,953 (2021: £nil). The loan is unsecured and repayable on demand. At the year end the amount due to the company from the director D Garnham was £2,184,238 (2021: £nil). The loan was repaid in full on 30 June 2023 via a dividend declaration. During the year the director G Vaynerchuk, entered into an agreement with the company to provide consultancy services to the company. The provision of these consulting services was settled by the issue of 125 shares in the company which were valued at USD$1.6m.

14. Controlling party

The company is under the control of the director D Garnham, who controls 80% of the company.