Caseware UK (AP4) 2020.0.247 2020.0.247 2021-10-31 2021-10-31 3 false true 2020-10-26 The principal activity of the Company during the year was that of providing a cloud-hosted software as a service solution. true The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 12973044 2020-10-25 12973044 2020-10-26 2021-10-31 12973044 2019-10-26 2020-10-25 12973044 2021-10-31 12973044 c:Director1 2020-10-26 2021-10-31 12973044 d:PatentsTrademarksLicencesConcessionsSimilar 2021-10-31 12973044 d:PatentsTrademarksLicencesConcessionsSimilar 2020-10-25 12973044 d:CopyrightsPatentsTrademarksServiceOperatingRights 2020-10-26 2021-10-31 12973044 d:CurrentFinancialInstruments 2021-10-31 12973044 d:CurrentFinancialInstruments d:WithinOneYear 2021-10-31 12973044 d:ShareCapital 2021-10-31 12973044 d:OtherMiscellaneousReserve 2020-10-26 2021-10-31 12973044 d:OtherMiscellaneousReserve 2021-10-31 12973044 d:RetainedEarningsAccumulatedLosses 2021-10-31 12973044 c:OrdinaryShareClass1 2020-10-26 2021-10-31 12973044 c:OrdinaryShareClass1 2021-10-31 12973044 c:FRS102 2020-10-26 2021-10-31 12973044 c:AuditExempt-NoAccountantsReport 2020-10-26 2021-10-31 12973044 c:FullAccounts 2020-10-26 2021-10-31 12973044 c:PrivateLimitedCompanyLtd 2020-10-26 2021-10-31 12973044 d:PatentsTrademarksLicencesConcessionsSimilar d:ExternallyAcquiredIntangibleAssets 2020-10-26 2021-10-31 12973044 d:PatentsTrademarksLicencesConcessionsSimilar d:OwnedIntangibleAssets 2020-10-26 2021-10-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number:  12973044









COGSY LIMITED







UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 OCTOBER 2021

 
COGSY LIMITED
REGISTERED NUMBER:  12973044

BALANCE SHEET
AS AT  31 OCTOBER 2021

2021
Note
£
   

Intangible assets
 4 
4,044

Current assets
   

Debtors: amounts falling due within one year
 5 
74,917

Cash at bank and in hand
   
183,900

   
258,817

Creditors: amounts falling due within one year
 6 
(73,701 )

Net current assets
   
 
 
185,116

   

Net assets
   
189,160

Capital and reserves
   

Called up share capital 
 7 
14,580

Other reserves
   
485,375

Profit and loss account
   
(310,795 )

   
189,160


Page 1

 
COGSY LIMITED
REGISTERED NUMBER:  12973044
    
BALANCE SHEET  (CONTINUED)
AS AT  31 OCTOBER 2021

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 period in question in accordance with section 476 of the 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.

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 by : 




A Pienaar
Director

Date:  4 April 2022

The notes on pages 3 to 7 form part of these financial statements.

Page 2

 
COGSY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2021

General information

Cogsy Limited is a private limited company, limited by shares, incorporated and domiciled in England and Wales on 26 October 2020. The company's registered office is 11 Staple Inn, London, United Kingdom, WC1V 7QH and its registered number is 12973044.

2. Accounting policies

2.1

Basis of preparation of financial statements

These financial statements are prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” as applied in the context of the small entities regime.

The following principal accounting policies have been applied:

2.2

Going concern

The Company is reliant on the support of its directors. The directors have given their assurance to continue to support the company and the accounts have been prepared on the going concern basis. The directors have considered the Company's ability to continue as a going concern in the wake of the COVID-19 pandemic and is satisfied that any disruptions to the ordinary activities of the business will not affect the Company such that it will not be able to continue for at least 12 months from the signing of these financial statements. 

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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 profit or loss within 'other operating income'.

Page 3

 
COGSY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2021

2. Accounting policies (continued)

2.4

Revenue

Software revenue 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. Software revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Software revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Taxation

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.6

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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trademarks and website domains
-

Page 4

 
COGSY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2021

2. Accounting policies (continued)

2.7

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.8

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.

2.9

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.

2.10

Financial instruments

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

Convertible SAFE Notes are a financial instrument containing a future right to shares (see note 8). Convertible SAFE notes are initially recognised at fair value and are subsequently re-measured at their fair value. Changes in the fair value of the Convertible SAFE notes are recognised in the profit and loss. 

The average monthly number of employees, including directors, during the period was  3 .

Page 5

 
COGSY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2021



£



Cost


At 26 October 2020
-


Additions
4,332



At 31 October 2021

4,332



Amortisation


At 26 October 2020
-


Charge for the period on owned assets
288



At 31 October 2021

288



Net book value



At 31 October 2021
4,044



2021
£


Trade debtors
66,782

Unpaid share capital
4,580

Prepayments
3,555

74,917


Page 6

 
COGSY LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2021
2021
£

Trade creditors
32,406

Amounts owed to group undertakings
35,000

Accruals
6,295

73,701


2021
£
Allotted, called up and fully paid


100,000,000   Ordinary  shares of £0.0001 each
14,580


On 26 October 2020, 10,000 Ordinary shares of £1 were issued with a nominal value of £1 each for proceeds of £10,000.
On 22 October 2021, the Company sub-divided the existing 10,000 Ordinary shares into 100,000,000 Ordinary shares with a nominal value of £0.0001 each for proceeds of £Nil.
On 22 October 2021, the Company issued 45,801,911 Ordinary shares with a nominal value of £0.0001 each for proceeds of £4,580. 


Reserves

Other reserves

The company issued rights for shares for consideration of $672,700 under a Simple Agreement for Future Equity in October 2021. The convertible SAFE notes have no maturity date and bear no interest. At 31 October 2021, the fair value of the convertible SAFE notes were £485,375 after conversion into GBP. In November 2021, the convertible SAFE notes were converted into 26,980,908 shares in the Company. 

During the period the company was loaned £35,000 from its parent undertaking. Included within creditors, is a balance of £ 35,000  for this loan which is interest free and repayable on demand.  

The parent undertaking is  Taikun Holdings Limited , a company registered in Jersey. The company's registered office is 2nd Floor One, The Esplanade, St Helier, JE2 3QA, Jersey.

 
Page 7