ACCOUNTS - Final Accounts

MARMALADE GAME STUDIO LIMITED - Company Information

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Registered number: 03677408

MARMALADE TECHNOLOGIES LIMITED

UNAUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017


MARMALADE TECHNOLOGIES LIMITED

CONTENTS

	Page
Statement of Financial Position	1 - 2
Notes to the Financial Statements	3 - 10


MARMALADE TECHNOLOGIES LIMITED REGISTERED NUMBER:03677408

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017

		2017		2016
Note		£		£

Fixed assets
Intangible assets	4		-		-
Tangible fixed assets	5		11,988		35,829
Fixed asset investments	6		875,010		875,536
			886,998		911,365
Current assets
Debtors within one year	7	624,119		1,049,984
Bank and cash balances		4,104		78,033
		628,223		1,128,017
Current liabilities
Creditors: amounts falling due within one year	9	(2,436,853)		(2,353,036)
Net current liabilities			(1,808,630)		(1,225,019)
Total assets less current liabilities			(921,632)		(313,654)
Creditors: amounts falling due after more than one year	10		(2,500,000)		(2,500,000)
Net liabilities			(3,421,632)		(2,813,654)

Capital and reserves
Called up share capital	11	436,402	436,402
Share premium account		23,417,714	23,417,714
Other reserves		613	613
Profit and loss account		(27,276,361)	(26,668,383)
		(3,421,632)	(2,813,654)

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of Companies Act 2006.

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.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

Page 1


MARMALADE TECHNOLOGIES LIMITED REGISTERED NUMBER:03677408

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2017

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 May 2018.

B N Beckloff

Director

The notes on pages 3 to 10 form part of these financial statements.

Page 2


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

1.	General information

Marmalade Technologies Limited is a limited liability company registered in England and Wales. Its registered office address is at 2-7 Clerkenwell Green, London, EC1R 0DE.
The principal activity of the company is that of computer software development.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

2.2

Going concern

The directors have prepared projected cash flow information for the period ending 12 months from the date of their approval of these financial statements and will continue to seek to raise further equity and loan funding, as required, sufficient to meet the company's requirements and the directors are satisfied that adequate cash and working capital resources will continue to be maintained and that it is appropriate to prepare the financial statements on a going concern basis.

2.3

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding Value Added Tax.
Royalties are accounted for in the period in which they are earned.
Product development revenue is recognised as contract activity progresses to reflect milestones achieved during the year. Amounts received in advance are carried forward until recognised as turnover.
License sales are recognised over the course of the licensing agreement.

2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation is provided at rates calculated to write off the cost in equal instalments over its estimated useful life of 3 years.

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MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is provided on the following basis:

				Short-term leasehold property	-		20% straight line
				Plant and machinery	-		25% - 33% straight line

2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.8

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.10

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and loans to and from related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

2.11

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 4


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

2.12

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is £ sterling.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.

2.13

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.14

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.

2.15

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.16

Management recharges

Management recharges represent the proportion of expenses recharged at cost to its subsidiary company Marmalade Game Studios Limited in connection with that company's activities.

Page 5


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

2.17

Taxation

Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Employees

The average monthly number of employees, including directors, during the year was 3 (2016 - 5).

4.	Intangible assets

	Development	Trademarks	Total
	£	£	£
Cost
At 1 January 2017	32,135	480	32,615
At 31 December 2017	32,135	480	32,615
Amortisation
At 1 January 2017	32,135	480	32,615
At 31 December 2017	32,135	480	32,615
Net book value
At 31 December 2017	-	-	-
At 31 December 2016	-	-	-

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MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

5.	Tangible fixed assets

	Short-term leasehold property	Plant and machinery	Total
	£	£	£
Cost
At 1 January 2017	42,091	555,339	597,430
Additions	-	2,474	2,474
Disposals	-	(166)	(166)
At 31 December 2017	42,091	557,647	599,738
Depreciation
At 1 January 2017	33,672	527,929	561,601
Charge for the year on owned assets	8,419	17,895	26,314
Disposals	-	(166)	(166)
At 31 December 2017	42,091	545,658	587,749
Net book value
At 31 December 2017	-	11,989	11,989
At 31 December 2016	8,419	27,410	35,829

Page 7


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2017	875,536
	Disposals	(526)
	At 31 December 2017	875,010

	Net book value
	At 31 December 2017	875,010
	At 31 December 2016	875,536

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding	Principal activity

Marmalade Game Studio Limited

Ordinary

100%

Video game development

The registered office address of Marmalade Game Studio Limited is 2-7 Clerkenwell Green, London EC1R 0DE.

Debtors

					2017	2016
					£	£

Trade debtors	-	71,174
Amounts owed by group undertakings	549,848	544,135
Other debtors	56,856	104,846
Prepayments and accrued income	17,415	56,375
Tax recoverable	-	273,454
	624,119	1,049,984

Page 8


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

8.	Cash and cash equivalents
		2017	2016
		£	£

Cash at bank and in hand	4,104	78,033
Less: bank overdrafts	(85,436)	(91,896)
	(81,332)	(13,863)

9.	Creditors: Amounts falling due within one year
		2017	2016
		£	£

Bank overdrafts	85,436	91,896
Other loans	1,500,000	1,500,000
Trade creditors	241,293	330,570
Other taxation and social security	304	85,909
Obligations under finance lease and hire purchase contracts	-	6,823
Other creditors	61,761	796
Accruals and deferred income	548,059	337,042
	2,436,853	2,353,036

The bank overdraft facility is secured by a fixed and floating charge over the assets of the company.
The other loan is secured by way of a fixed and floating charge over the assets of the company.

10.	Creditors: Amounts falling due after more than one year
		2017	2016
		£	£

	Debenture loans	2,500,000	2,500,000

Secured loans

The debenture loans are secured by charges over the assets of the company.

Page 9


MARMALADE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

11.	Share capital
		2017	2016
		£	£

Allotted, called up and fully paid

83,614 'A' Ordinary shares of £0.01 each	836	836
39,937,549 (2016 - 39,937,549) 'B' Ordinary shares of £0.01 each	399,376	399,376
3,569,039 'C' Participating shares of £0.01 each	35,690	35,690
50,000 'D' Ordinary shares of £0.01 each	500	500

	436,402	436,402

12.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £2,043 (2016 - £36,082).

13.	Related party transactions

At the statement of financial position date, the company owed £500,000 to Bloc Ventures Holdings Limited in respect of its holding of convertible loan notes. D J Leftley is also a director in Bloc Ventures Holdings Limited, a company registerd in Guernsey.
At the statement of financial position date, the company owed £475,000 to BNBI Limited in respect of its holding of convertible loan notes. B N Beckloff is also a director in BNBI Limited.

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