Information Statements (revised) (prer14c)

Date : 06/17/2019 @ 9:49PM
Source : Edgar (US Regulatory)
Stock : Brightlane Corp. (QB) (BTLN)
Quote : 0.15  0.0 (0.00%) @ 12:13PM

Information Statements (revised) (prer14c)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)

Of the Securities Exchange Act of 1934

 

S    Filed by the registrant

      Filed by a party other than the registrant

 

Check the appropriate box:

S  Preliminary Information Statement

    Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

    Definitive Information Statement

 

Brightlane Corp.

(Name of Registrant as Specified In Charter)

 

(Name of Person(s) Filing Information Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

S   No fee required

     Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

_______________________________________

2) Aggregate number of securities to which transaction applies:

_______________________________________

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

_______________________________________

4) Proposed maximum aggregate value of transaction:

_______________________________________

5)  Total fee paid:

 

£  Fee paid previously with preliminary materials.

 

      Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.

3) Filing Party:

4) Date Filed:


Brightlane Corp.

1600 West Loop South

Suite 600

Houston, TX 77056

(404) 419-6040

Dear Stockholders:

 

On April 3, 2019, the board of directors of Brightlane Corp. (“Brightlane”), a Nevada corporation approved a share exchange agreement with VAT Bridge Ltd. (“VAT Bridge”), a United Kingdom based entity.  Pursuant to this agreement, Brightlane will issue 21,000,000 common shares to the owners of VAT Bridge in return for all outstanding shares of VAT Bridge.  These shares shall be issued to VAT Bridge shareholders proportionately to their current ownership interest in VAT Bridge.  As a result of this agreement, VAT Bridge will become a wholly owned subsidiary of Brightlane.  In addition, Simon Holden will be added as a member of the Brightlane Corp. board of directors.

 

Brightlane obtained the written consent of stockholders representing 92.1% of Brightlane’s outstanding voting stock as of April 4, 2019 approving this corporate action.

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

No action is required by you.  The accompanying information statement is furnished only to inform our stockholders of the actions taken place.  This Information Statement is being mailed on or about ________, 2019 to all of Brightlane’s stockholders of record as of the close of business on ________, 2019.

 

By Order of the Board of Directors.

 

/s/Steve Helm

Name:  Steve Helm

Title:   Chief Executive Officer


INFORMATION STATEMENT

 

_______, 2019

 

Brightlane Corp.

1600 West Loop South

Suite 600

Houston, TX 77056

(404) 419-6040

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

This Information Statement is furnished by the Board of Directors of Brightlane Corp., a Nevada corporation, to the holders of record at the close of business on April 5, 2019 of Brightlane’s outstanding common stock, par value $0.001 per share, pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended, and pursuant to the Nevada Revised Statutes (“NRS”).

 

The cost of furnishing this Information Statement will be borne by us. We will mail this Information Statement to registered stockholders and certain beneficial stockholders where requested by brokerage houses, nominees, custodians, fiduciaries and other like parties.   

 

This Information Statement informs stockholders of the actions taken and approved on April 3, 2019 by Brightlane’s Board of Directors and by our stockholders holding 92.1% of Brightlane’s voting stock issued and outstanding on April 4, 2019.  Brightlane’s Board of Directors and the Majority Stockholders approved a corporate action to enter into a share exchange agreement with VAT Bridge Ltd., a United Kingdom based entity.  Pursuant to this agreement, Brightlane will issue 21,000,000 common shares to the owners of VAT Bridge in return for all outstanding shares of VAT Bridge.  These shares shall be issued to VAT Bridge shareholders proportionately to their current ownership interest in VAT Bridge.  As a result of this agreement, VAT Bridge will become a wholly owned subsidiary of Brightlane.  In addition, Simon Holden will be added as a member of the Brightlane Corp. board of directors.

 

Accordingly, all necessary corporate approvals in connection with above corporate actions have been obtained.  This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required under the Exchange Act of these corporate actions. Therefore, this Information Statement is being sent to you for informational purposes only.

 

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

Brightlane’s stockholders as of the Record Date are being furnished copies of this Information Statement.  This Information Statement is first being mailed or furnished to our stockholders on or about ______, 2019.


QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT

 

Q. Why am I being furnished with this Information Statement?

 

A. The Exchange Act and Nevada law require us to provide you with information regarding the actions taken by written consent of stockholders in lieu of a meeting. Your vote is neither required nor requested.

 

Q. Was stockholder approval of the share exchange or the acquisition required by Nevada law?

 

A. No. In general, under the Company’s organizational documents and Nevada law, the Company and its board of directors has the authority, without stockholder approval, to issue securities and consummate the acquisition.

 

Q. Why am I not being asked to vote?

 

A. Nevada law provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent is signed by stockholders holding at least a majority of the voting power. The Company’s articles of incorporation, as amended and restated (the “Articles of Incorporation”), and bylaws, as amended and restated (the “Bylaws”), permit stockholders holding not less than minimum number of votes required to authorize or take action at a meeting, to authorize or take action through a written consent. Holders of approximately 92.1% of our issued and outstanding shares entitled to vote executed a written consent dated April 4, 2019 approving the share exchange, acquisition and director appointment. Such approval is sufficient under Nevada law, and no further approval by our stockholders is required. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send us a proxy.

 

Q. What do I need to do now?

 

A. Nothing. This Information Statement is furnished to you solely for your information and does not require or request you to do anything.

 

 

 


NOTICE OF ACTION TAKEN PURSUANT TO THE WRITTEN CONSENT OF STOCKHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING COMMON SHARES OF BRIGHTLANE CORP. IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS DATED ________, 2019

 

TO OUR STOCKHOLDERS:

 

NOTICE IS HEREBY GIVEN that, on April 3, 2019, Brightlane Corp., a Nevada corporation, obtained the unanimous written consent of its board of directors and the written consent of stockholders holding 92.1% of the outstanding voting power of the issued and outstanding shares of Brightlane’s common stock approving the share exchange and acquisition of VAT Bridge Ltd. and the appointment of Simon Holden to the board of directors.

 

OUTSTANDING SHARES AND VOTING RIGHTS

 

As of April 4, 2019, Brightlane’s authorized capitalization consisted of 250,000,000 common shares, of which 18,692,654 common shares were issued and outstanding.

 

Each common share of Brightlane entitles its holder to one vote on each matter submitted to Brightlane’s stockholders.  However, because the Majority Stockholders have consented to the foregoing actions by resolutions dated April 4, 2019 in lieu of a special meeting in accordance with the NRS and because the Majority Stockholders have sufficient voting power to approve such actions through his ownership of common stock, no other stockholder vote will be solicited in connection with this Information Statement.

 

 

SHARE EXCHANGE AGREEMENT WITH VAT BRIDGE LTD.

 

On April 3, 2019 , Brightlane was authorized to enter into a share exchange agreement with the current shareholders of VAT Bridge.  Upon completion of the transaction, Brightlane will issue 21,000,000 common shares to the shareholders of VAT Bridge in return for all of their ownership interests in VAT Bridge.  Upon the completion of the share exchange, VAT Bridge will be a wholly-owned subsidiary of Brightlane.  These shares are exempt from registration pursuant to Section 4(a)(2) of the Exchange Act.

 

The Board believes that this acquisition will significantly enhance the value of Brightlane as a result of the integration of a substantial revenue stream as well as the integration of a symbiotic business into Brightlane’s business plan.  The Board believes that the acquisition of VAT Bridge was necessary and advisable in order to increase Brightlane’s financial performance and future performance.  Accordingly, it is the Board’s opinion that the acquisition of VAT Bridge will better position Brightlane to attract opportunities and to provide the shareholders a greater potential return.

 

The issuance of 21,000,000 common shares will increase the total issued and outstanding common shares to 39,692,654.  This issuance will dilute the current Brightlane shareholders.  However, the Board believes that the shareholders will benefit from the increased value and overall performance of Brightlane following the acquisition.

 

Regulatory Approvals

 

There are no federal or state regulatory requirements that must be complied with or from whom approval must be obtained in connection with the transaction.


Description of Business

 

VAT Bridge is a specialty bridge financing company based in the UK which caters predominantly to facilitate the VAT, Value Added Tax, element payable on commercial property purchases. VAT is a general, broadly based consumption tax in the European Union assessed on the value added to goods and services.  Other specialty areas include the funding of VAT payable on property development costs, the VAT payable on high-value assets and occasionally, other property related services in the area of high-end sourcing and income earnings.

 

Markets

 

VAT Bridge provides VAT bridge loan services throughout the UK.

 

Competition

 

VAT Bridge’s primary competitors are Bridging VAT and Bloomsmith.  VAT Bridge competes with these companies by seeking to provide better, faster and broader services which we believe will make our services more marketable than our competitors.  We are the UK’s largest commercial property VAT funder with loan amount ranging from £50,000 to £20,000,000.  The key factors involved in offering a superior service platform include:

(1) A total managed solution for the funding and recovery of VAT.  

(2) Advances of up to 100% of the VAT due.  

(3) A simple application process with same-day offers and fast completion times.  

(4) Rapid VAT recovery management to reduce interest costs.  

 

Employees

 

As of June 17, 2019, VAT Bridge has four full time employees.

 

DESCRIPTION OF PROPERTIES

 

VAT Bridge’s registered office is located at 3 rd Floor, Middleborough House, 16 Middleborough, Colchester, Essex C01 1QT.  This office is 600 square feet, and VAT Bridge pays £1,000 per month in rent.

 

RISK FACTORS

 

Not applicable to smaller reporting companies.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. Where in any forward looking statements, VAT Bridge expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions;


changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

 

You should not rely on forward looking statements in this document.  This management’s discussion contains forward looking statements that involve risks and uncertainties.  We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward looking statements, which apply only as of the date of this document.  Our actual results could differ materially from those anticipated in these forward-looking statements.

 

Critical Accounting Policies

The following discussions are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.

 

The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. VAT Bridge continually evaluates the accounting policies and estimates used to prepare the financial statements. VAT Bridge bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

 

Trends and Uncertainties

There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line items of VAT Bridge’s financial statements.

 

Liquidity and Capital Resources

At March 31, 2019, VAT Bridge had cash and cash equivalents of $431,035.  Its working capital balance at March 31, 2019 was $613,679.  Management believes that VAT Bridge will be able to generate sufficient revenue to continue operations through December 31, 2019.

 

VAT Bridge spent $78,882 on cash absorbed by operations and received $1,784 from a tax refund, resulting in net cash used in operating activities of $77,098 for the three months ended March 31, 2019.  

 

VAT Bridge received $90 in interest received for the three months ended March 31, 2019, resulting in net cash generated from investing activities of $90 for the three months ended March 31, 2019.

 

VAT Bridge did not pursue any financing activities for the three months ended March 31, 2019.  

 

For the year ended December 31, 2018, VAT Bridge generated $444,644 from operations and paid $3,955 in taxes, resulting in net cash provided by operating activities of $440,689 for the period.

 

For the year ended December 31, 2018, VAT Bridge received interest of $9, resulting in net cash provided by investing activities of $9 for the period.

 

For the year ended December 31, 2018, VAT Bridge $24 as proceeds from the issuance of shares, resulting in net cash provided by financing activities for the period.

 

Results of Operations for the Year Ended December 31, 2018

 

For the year ended December 31, 2018, VAT Bridge generated revenue of $157,484.  The cost of sales was $42,454, resulting in a gross profit of $115,030.  The company received other operating


income of $443,842 and paid administrative expenses of $140,669.  The company received investment revenues of $9, resulting in a net gain of $418,212 before taxation.  After paying income tax of $83,724, the net gain for the year ended December 31, 2018 was $334,488.

 

Results of Operations for the Three Months Ended March 31, 2019

 

For the three months ended March 31, 2019, VAT Bridge generated revenues of $334,140.  The cost of sales was $59,158, resulting in a gross profit of $274,982.  The company paid administrative expenses of $13,118 and received investment revenues of $90.  Before tax, the company recorded a profit of $261,954.  After paying income tax of $49,771, the company recorded a net profit of $212,183 for the three months ended March 31, 2019.

 

Recently Issued Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.

 

Off Balance Sheet Arrangements

None

 

Disclosure of Contractual Obligations

None

 

Accountant

We used Alan Howard as our accountant for the year ended December 31, 2018 and through the interim period ended March 31, 2019.  Representatives of Alan Howard are not expected to be at our annual security holders’ meetings, but will have the opportunity to make a statement at the meeting if they desire to do so.  It is expected that they will be available to respond to appropriate questions should they be in attendance.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for a smaller reporting company.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information with respect to the beneficial ownership of VAT Bridge common stock as of June 17, 2019, by (i) each stockholder known by us to be the beneficial owner of more than 5% of VAT Bridge common stock (VAT Bridge’ only class of voting securities), (ii) each of VAT Bridge’ directors and executive officers, and (iii) all of VAT Bridge’ directors and executive officers as a group.  To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of VAT Bridge common stock beneficially owned by such person, except to the extent such power may be shared with a spouse.  To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.  Other than the Share Exchange, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the Registrant.  This table has been prepared based on 21,000,000 shares outstanding as of June 17, 2019


Name and Address of Beneficial Owner

 

Common Stock Beneficially Owned

 

Percent of Common Stock Beneficially Owned (1)

Brightlane Corp.

1600 West Loop South

Suite 600

Houston, TX 77056

 

21,000,000

 

100.00%

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Directors and Executive Officers

Below are the names of and certain information regarding the VAT Bridge executive officers and directors who are to be appointed effective as of the closing of the Share Exchange:

 

Ian Boots, 28, has been the managing director of VAT Bridge since November 2018.  From August 2013 through August 2016 and August 2017 through November 2018, Mr. Boots was a residential property manager for Home From Home Property Management Limited.  From August 2016 through August 2017, Mr. Boots was a general manager for Lago Real Sociedade de Mediacao Imobiliaria Lda, a Portugal real estate management company.  Mr. Boots received a BA (Hons) in Business management from the University of Suffolk in 2013.

 

Laurence Rutter, 53, has been the CEO of VAT Bridge since incorporation.  He has been the CEO of Corporate Commercial Collections Limited since October 2011.

 

Simon Holden, 43, will become a director of Brightlane with his term up for re-election at the next annual meeting of shareholders.  Mr. Holden has been a director of VAT Bridge since March 6, 2019.  Since December 2018, Mr. Holden has been a consultant solicitor for Keystone Law, a London law firm.  From December 2016 through October 2018, Mr. Holden was a partner with Kerman & Co., a London law firm.  From November 2011 through November 2016, Mr. Holden was a partner with Lester Aldridge, a London law firm.  Mr. Holden was deemed Very Competent in the Bar Vocational Course at The City Law School in London in 1999.  He received an LLB with honors from Lancaster University in 1998.

 

Below are the names of and certain information regarding the Brightlane executive officers and directors at the closing of the Share Exchange:

 

Steve Helm, Age 57, Chairman, President, Chief Executive Officer and Director

 

Mr. Helm is a seasoned real estate executive specializing in the areas of finance, development/acquisition and property management for over 25 years. Mr. Helm is also currently the CFO of New Regional Planning, a real estate strategy and consulting firm. From 2004 to 2009 he served as Regional Director for Imperial Capital Bank/Bancorp (NYSE), launching the Texas/Rocky Mountain real estate lending platform as part of the firm’s national expansion. In that capacity, he opened and managed four real estate loan production offices (Dallas, Austin, Denver & Kansas City) covering the Texas, New Mexico, Oklahoma, Arkansas, Colorado and Kansas markets and funded in excess of $500 million of structured debt and portfolio permanent credit facilities from $500,000 to $20 million for a broad range of real estate development activities.

 

Prior to Imperial, he was President of the family business, The Helm Companies, directing the ground up development, re-development, financing and management of small retail and Class A, B & C multifamily properties. During his tenure with the family enterprise, Mr. Helm secured over $60 million of FHA (221 D-4 & 223F) and conventional bank debt as well as LIHTC, private and mezzanine equity financing and supervised the management of a multifamily portfolio of 6 properties comprising over 900 units. Mr. Helm earned the National Apartment Association CAPS Designation and is a CPM Candidate. Mr. Helm holds an MBA from the Cox School of Business, Southern Methodist University, and a BBA in Finance from the University of Texas at Austin.


David Hill II, Age 32, Vice President of Business & Legal Affairs

 

Mr. Hill has served as our Vice President of Business and Legal Affairs, since August 1, 2016. Mr. Hill is an entrepreneurial attorney. Mr. Hill has counseled and consulted start-ups in regards to equity functions, regulatory issues, business development, and venture capital funding.

 

Mr. Hill earned a Bachelor of Arts degree in Political Science from Auburn University, a Juris Doctorate from the Cumberland School of Law at Samford University, and a Masters of Law in Law and Entrepreneurship from the Duke University School of Law. Mr. Hill is a member of the State Bar of Georgia.

 

Peter Hellwig, age 53, Chief Operating Officer & Chief Financial Officer

 

Mr. Hellwig has served as our Chief Operating Officer and Chief Financial Officer since December, 1, 2015.  Mr Hellwig is a seasoned professional with over 25 years of corporate and consultancy expertise residing primarily in strategic planning, corporate development, mergers and acquisitions, and operations. Mr. Hellwig has provided corporate & business development consulting services to many Fortune 1000 clients as well as small business and start-up operations. He has conducted and managed over 400 projects involving market entry/exit, new product/service introduction, competitive analysis, product differentiation, benchmarking, and JV and M&A programs. He has facilitated and supported strategic planning and corporate development initiatives spanning a broad range of industries from aerospace and pharmaceuticals to consumer products.  In 2003, Mr. Hellwig founded a consulting services company providing outsourced executive and management consulting services to provide start-up and early stage development services to clients. Here he managed the operations of numerous companies and assisted in the start-up operations of several businesses to include various specialty chemical operations, natural and organic foods, among other products and services. In addition, he assisted clients in managing their micro-cap public company operations to leverage their public nature to access the capital markets.  In addition, Mr. Hellwig co-founded a boutique strategic planning consulting firm servicing international mid- to large-size corporate clientele specializing in financial services, B2B dot.com services, high value information exchange and management products, and enterprise-wide systems solutions.  Mr. Hellwig earned his Bachelor of Science degree in Industrial Management from the University of Massachusetts.  

 

Director Independence

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

 

Family Relationships

 

There are no family relationships among our Directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

None of our directors or executive officers has been involved in any of the following events during the past ten years:

 

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  

 

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);  


being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or  

 

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.  

 

being subject of, or party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or State securities of commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity  

 

being subject of or party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  

 

Board Committees

 

The Registrant currently has not established any committees of the Board of Directors.  Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date, other than as described above, no security holders have made any such recommendations.  The entire Board of Directors performs all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

 

Audit Committee Financial Expert

 

We have no separate audit committee at this time.  The entire Board of Directors oversees our audits and auditing procedures.  The Board of Directors has at this time not determined whether any director is an “audit committee financial expert” within the meaning of Item 407(d)(5) for SEC regulation S-K.

 

Code of Ethics

 

The Registrant has not yet adopted a code of ethics.  The board of directors anticipates that it will adopt a code of ethics upon completion of the securities exchange, although there is no guarantee that the Registrant will be able to enter into such a transaction.

 

Compliance with Section 16(a) of the Exchange Act

 

VAT Bridge’s common stock is not registered pursuant to Section 12 of the Exchange Act.  Accordingly, the officers, directors and principal shareholders of VAT Bridge are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.


EXECUTIVE COMPENSATION

 

The following table sets forth information concerning the annual and long-term compensation of the VAT Bridge executive officers who served during the fiscal years ended December 31, 2018 and 2017 for services rendered in all capacities. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”  Currently, we have no employment agreements with any of our Directors or Officers.  All of our directors are unpaid.  Compensation for the future will be determined when and if additional funding is obtained.

 

Name and

Principal

Position

Year

Salary

(£)

Bonus

(£)

Stock

Awards

(£)

Option

Awards

(£)

Non-Equity

Incentive Plan

Compensation

(£)

Non-

Qualified

Deferred

Compensation

Earnings

(£)

All Other

Compensation

(£)

Total

(£)

Graham Avery

2018

50,000

-

-

-

-

-

-

50,000

CEO (former)

2017

40,000

-

-

-

-

-

-

40,000

 

 

 

 

 

 

 

 

 

 

Laurence Rutter

2018

50,000

-

-

-

-

-

-

50,000

CEO

2017

40,000

-

-

-

-

-

-

40,000

 

 

 

 

 

 

 

 

 

 

Ian Boots

2018

-

-

-

-

-

-

-

-

Managing Director

2017

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Simon Holden

2018

-

-

-

-

-

-

-

-

Director

2017

-

-

-

-

-

-

-

-

 

Compensation Discussion and Analysis

 

As of the date of this report, VAT Bridge’s management anticipates devoting up to 40 hours per week each to the business of VAT Bridge.  VAT Bridge’s current officers and directors do not receive any compensation for their services rendered to VAT Bridge, have not received such compensation in the past, and are not accruing any compensation pursuant to any agreement with VAT Bridge.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by VAT Bridge for the benefit of its employees.

 

VAT Bridge has not entered into any employment agreements with any of its officers, directors, or other persons, and no such agreements are anticipated in the immediate future.

 

VAT Bridge has no other executive compensation elements that would require the inclusion of tabular disclosure or narrative discussion.

 

Board of Directors Compensation

 

Members of the board of directors may receive an amount yet to be determined annually for their participation and will be required to attend a minimum of four meetings per fiscal year. To date, VAT Bridge has not paid any directors' fees or expenses.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Certain Relationships and Related Transactions

 

None.

 

Director Independence

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

 

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

(a) Market Information.  There currently is no trading market for VAT Bridge common stock.

 

    Holders.  There is 1 holder of VAT Bridge’s common stock as of June 17, 2019

 

    Dividends.  Holders of VAT Bridge common stock are entitled to receive such dividends as may be declared by its board of directors.  No dividends on VAT Bridge common stock have ever been paid, and VAT Bridge does not anticipate that dividends will be paid on its common stock in the foreseeable future.

 

    Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by VAT Bridge under equity compensation plans.

 

   Performance graph. Not applicable.

 

   Sale of unregistered securities. None.

 

(b) Use of Proceeds. Not applicable.

 

(c) Purchases of Equity Securities by the issuers and affiliated purchasers.  None.

 

DESCRIPTION OF SECURITIES

 

Authorized Capital Stock

 

VAT Bridge has 50,000,000 common shares authorized with a par value of $0.001.  As of the date of this report, VAT Bridge had 21,000,000 common shares outstanding.

 

Issued and Outstanding Capital Stock

 

Immediately after the securities exchange became effective, VAT Bridge shareholders transferred all of their VAT Bridge common shares to Brightlane Corp. in exchange for an aggregate of 21,000,000 newly issued Brightlane Corp. common shares.  Upon the closing of all transactions, VAT Bridge shareholders will hold 21,000,000 Brightlane shares, representing 52.9% of the total voting securities.

 

Description of our Common Stock

 

The holders of outstanding common shares are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock are entitled to one vote for each share held on


all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The common shares are not entitled to pre-emptive rights and are not subject to conversion or redemption. Upon liquidation, dissolution or winding up of VAT Bridge, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common shares after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding common share is duly and validly issued, fully paid and non-assessable.

 

Convertible Securities

 

As of the date hereof, VAT Bridge does not have any outstanding convertible securities.

 

FINANCIAL STATEMENTS

 

Financial statements for VAT Bridge Limited for the year ended December 31, 2018 and the three months ended March 31, 2019, as well as the pro forma financial information are presented at the end of the document.

 

APPOINTMENT OF ADDITIONAL DIRECTORS

 

In conjunction with the Share Exchange Agreement discussed above, the directors of Brightlane appointed Mr. Simon William Holden to the Brightlane Board immediately upon closing of the share exchange.

 

Mr. Holden, 43, will become a director with his term up for re-election at the next annual meeting of shareholders.  Since December 2018, Mr. Holden has been a consultant solicitor for Keystone Law, a London law firm.  From December 2016 through October 2018, Mr. Holden was a partner with Kerman & Co., a London law firm.  From November 2011 through November 2016, Mr. Holden was a partner with Lester Aldridge, a London law firm.  Mr. Holden was deemed Very Competent in the Bar Vocational Course at The City Law School in London in 1999.  He received an LLB with honors from Lancaster University in 1998.

 

There are no arrangements or understandings between Mr. Holden and any other person pursuant to which he was selected as director.  There are no family relationships between Mr. Holden and any member of Brightlane.  There are no material proceedings to which Mr. Holden is a party adverse to Brightlane.  There have been no transactions between Mr. Holden and any other related person.  Mr. Holden is considered an independent director.

 

In addition, the board will begin seeking additional directors to serve on the Board.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of June 17, 2019 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group.  As of June 17, 2019, there were 39,692,654 shares of common stock outstanding.

 

Name and Address of Stockholder

Shares

% Owned

David Hill II

 

4,800,640

2,133,618 (indirect) (1)

12.09%

5.38%

 

 

 

Steve Helm

1,250,000

3.15%

 

 

 

Simon Holden

1,000,000

2.52%

 

 

 

Officers and Directors as a Group

9,184,258

23.14%

(3 persons)

 

 

 

 

Brightlane Acquisition Corp. (2)

6,060,000

15.27%

 

 

 

Lloyd G. Dominick

2,965,729

7.47%

 

 

 

Hali Hill

3,850,000

9.70%

 

 

 

Laurence Rutter

3,516,000

8.86%

 

1) David Hill II is the trustee for the James Odell Barnes, Jr. Irrevocable Trust.  

2) Peter Hellwig, a related party, has voting control of Brightlane Acquisition Corp.  

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. The principal address of each of the stockholders listed below is c/o 1600 West Loop South, Suite 600, Houston, TX 77056.

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

As of April 4, 2019, there were 18,692,654 shares of Brightlane’s common stock issued and outstanding.   Each holder of common stock is entitled to one vote per share.  

 

Stockholders holding in the aggregate of 92.1% of the voting power of our outstanding voting shares have approved the corporate actions discussed herein by written consent dated April 4, 2019.

 

As of June 17, 2019, there were 39,692,654 shares of Brightlane’s common stock issued and outstanding.   Each holder of common stock is entitled to one vote per share.  

 

VOTING PROCEDURES

 

Pursuant to the Nevada Revised Statutes and our Articles of Incorporation, the affirmative vote of the holders of a majority of our outstanding common stock is sufficient to pursue the corporate action, which vote was obtained by the written consent of the Majority Stockholders as described herein. As a result, the corporate action has been approved and no further votes will be needed.

 

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the corporate action.

 

DISSENTER'S RIGHT OF APPRAISAL

 


Under Nevada law, stockholders are not entitled to dissenter's rights of appraisal with respect to the corporate actions discussed herein.

 

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

 

Brightlane is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the Commission.  Reports and other information filed by Brightlane can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street NW, Washington, D.C. 20549.  Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street NW, Washington D.C. 20549, at prescribed rates.  The Commission maintains a website on the Internet (http://www.sec.gov) that contains the filings of issuers that file electronically with the Commission through the EDGAR system. Copies of such filings may also be obtained by writing to Brightlane Corp. at 1600 West Loop South, Suite 600, Houston, TX 77056.

 

STOCKHOLDERS SHARING AN ADDRESS

 

Unless we have received contrary instructions from a stockholder, we are delivering only one Information Statement to multiple stockholders sharing an address.  We will, upon request, promptly deliver a separate copy of this Information Statement to a stockholder who shares an address with another stockholder.  A stockholder who wishes to receive a separate copy of the Information Statement may make such a request in writing to Brightlane Corp. at 1600 West Loop South, Suite 600, Houston, TX 77056.

 

 

On behalf of the Board of Directors,   

 

June 17, 2019

 

/s/Steve Helm

Steve Helm

Chief Executive Officer


PRO FORMA FINANCIAL STATEMENTS – BRIGHTLANE CORP.

For the years ended December 31, 2018 and 2017

Brightlane Corp

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE 12 MONTHS ENDED DECEMBER 31, 2018

 

 

 

 

VAT

 

 

 

 

Brightlane

 

Bridge

 

 

Pro Forma

 

Corp

 

Limited

Adjustments

Notes

Combined

 

 

 

 

 

 

 

Revenues

$206,881

 

$161,149

$0

 

$368,030

 

 

 

 

 

 

 

Cost of goods sold

(47,500)

 

(105,717)

0

 

(153,217)

 

 

 

 

 

 

 

Gross profit

159,381

 

55,432

0

 

214,813

 

 

 

 

 

 

 

Operating expenses

565,235

 

54,897

178,668

(a)

798,799

 

 

 

 

 

 

 

Loss before income taxes

(405,854)

 

535

(178,668)

 

(583,986)

 

 

 

 

 

 

 

Income tax expense

0

 

726

0

 

726

 

 

 

 

 

 

 

Net Loss

($405,854)

 

($191)

($178,668)

 

($584,712)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 1 — Basis of presentation

 

 

 

 

 

 

The unaudited pro forma condensed combined financial statements are based on Brightlane's and VAT Bridge Limited's historical financial statements as adjusted to give effect to the acquisition of VAT Bridge Limited and the unaudited pro forma condensed combined income statements for the twelve months ended December 31, 2018 giving effect to the VAT Bridget Limited acquisition as if it had occurred on January 1, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 2 — Pro Forma Adjustments

 

 

 

 

 

 

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

 

 

 

 

 

Adjustments to the pro forma condensed combined balance sheet.

 

 

 

 

 

 

(a) Reflects amortization expense of intangible assets.

 

 

 

 

 

 


PRO FORMA FINANCIAL STATEMENTS – BRIGHTLANE CORP.

For the three months ended March 31, 2019

Brightlane Corp

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2019

 

 

 

VAT

 

 

 

 

Brightlane

 

Bridge

 

 

Pro Forma

 

Corp

 

Limited

Adjustments

Notes

Combined

 

 

 

 

 

 

 

Revenues

$21,824

 

$334,140

$0

 

$355,964

 

 

 

 

 

 

 

Cost of goods sold

0

 

(59,158)

0

 

(59,158)

 

 

 

 

 

 

 

Gross profit

21,824

 

274,982

0

 

296,806

 

 

 

 

 

 

 

Operating expenses

191,403

 

13,118

44,667

(a)

249,188

 

 

 

 

 

 

 

Loss before income taxes

(169,579)

 

261,864

(44,667)

 

47,618

 

 

 

 

 

 

 

Income tax expense

0

 

(49,771)

0

 

(49,771)

 

 

 

 

 

 

 

Net Loss

($169,579)

 

$212,093

($44,667)

 

$97,389

 

 

 

 

 

 

 

Note 1 — Basis of presentation

 

 

 

 

 

 

The unaudited pro forma condensed combined financial statements are based on Brightlane's and VAT Bridge Limited's historical financial statements as adjusted to give effect to the acquisition of VAT Bridge Limited and the unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2019 giving effect to the VAT Bridget Limited acquisition as if it had occurred on January 1, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 2 — Pro Forma Adjustments

 

 

 

 

 

 

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

 

 

 

 

 

Adjustments to the pro forma condensed combined balance sheet.

 

 

 

 

 

(a) Reflects amortization expense of intangible assets.

 

 

 

 

 

 


Brightlane Corp

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2019

 

 

 

VAT

 

 

 

 

Brightlane

 

Bridge

 

 

Pro Forma

 

Corp

 

Limited

Adjustments

Notes

Combined

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

$37,303

 

$431,035

$0

 

$468,338

    Notes receivable - current portion

31,644

 

1,847,938

0

 

1,879,582

Total current assets

68,946

 

2,278,973

0

 

2,347,919

 

 

 

 

 

 

 

   Notes receivable - long term portion

201,888

 

 

 

 

$201,888

   Investment in real estate, net

483,424

 

0

0

 

483,424

 

 

 

 

 

 

 

Intangible assets, net

0

 

0

3,573,355

(a)

2,915,009

 

 

 

 

(44,667)

(b)

 

 

 

 

 

(613,679)

(c)

 

 

 

 

 

 

 

 

Total Assets

754,258

 

2,278,973

3,573,355

 

5,948,240

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 Current liabilities

 

 

 

 

 

 

   Accounts payable

12,497

 

1,533,184

0

 

1,545,681

   Accrued expenses

58,714

 

0

0

 

58,714

   Accrued Interest

16,365

 

0

0

 

16,365

   Line of credit

567,058

 

0

0

 

567,058

   Current portion of convertible note payable

428,785

 

 

 

 

428,785

   Current portion of convertible note payable - related party

448,900

 

 

 

 

448,900

   Tax liabilities

0

 

132,110

0

 

132,110

Total current liabilities

1,532,320

 

1,665,294

0

 

3,197,614

 

 

 

 

 

 

 

   Convertible note payable

69,503

 

 

 

 

69,503

   Convertible note payable - related party

161,622

 

 

 

 

161,622

Total Liabilities

1,763,445

 

1,665,294

0

 

3,428,739

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Capital stock

18,693

 

26

(26)

(c)

18,693

 

 

 

 

 

 

 

Additional Paid-in capital

2,479,390

 

0

3,573,355

(a)

6,052,745

Treasury stock

0

 

0

0

 

0

Retained earnings

(3,507,269)

 

613,653

(44,667)

(b)

(3,551,936)

 

 

 

 

(613,653)

(c)

 

Total Equity

(1,009,186)

 

613,679

3,528,662

 

2,519,502

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

$754,259

 

$2,278,973

$3,528,662

 

$5,948,241

 

 

 

 

 

 

 


Note 1 — Basis of presentation

 

 

 

 

 

 

The unaudited pro forma condensed combined financial statements are based on Brightlane's and VAT Bridge Limited's historical financial statements as adjusted to give effect to the acquisition of VAT Bridge Limited and the unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2019 giving effect to the VAT Bridget Limited acquisition as if it had occurred on January 1, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 2 — Pro Forma Adjustments

 

 

 

 

 

 

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

 

 

 

 

 

Adjustments to the pro forma condensed combined balance sheet.

 

 

 

 

 

 

(a) Reflects the preliminary estimate of intangible assets which represents the excess of the purchase price over the fair value of VAT Bridge Limited’s identifiable assets acquired and liabilities assumed.

 

 

 

 

 

 

 

 

 

 

 

 

 

(b) Reflects amortization expense of intangible assets.

 

 

 

 

 

 

 

 

 

 

 

 

 

(c) Reflects elimination of VAT Bridget Limited's equity

 

 

 

 

 

 


FINANCIAL STATEMENTS FOR VAT BRIDGE LIMITED

 

Company Registration No. 10573364 (England and Wales)

 

VAT BRIDGE LIMITED

 

ANNUAL REPORT AND FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


VAT BRIDGE LIMITED

 

COMPANY INFORMATION


 

Directors

Simon W Holden

(Appointed 6 March 2019)

 

Laurence P Rutter

(Appointed 6 March 2019)

 

Company number

10573364

 

Registered office

3rd Floor, Middleborough House

 

16 Middleborough

 

Colchester

 

Essex

 

CO1 1QT

 

Auditor

LB Group (Colchester)

 

Suite E2, 2nd Floor

 

The Octagon

 

Middleborough

 

Colchester

 

Essex

 

CO1 1TG



VAT BRIDGE LIMITED

 

CONTENTS


 

Page

 

Strategic report

1

 

Directors' report

2 - 3

 

Income statement

4

 

Statement of comprehensive income

5

 

Statement of financial position

6

 

Statement of changes in equity

7

 

Statement of cash flows

8

 

Notes to the financial statements

9 - 17



VAT BRIDGE LIMITED

 

STRATEGIC REPORT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


The directors present the strategic report and financial statements for the period ended 31 December 2018.

 

 

Review of the business

The nature of the company's operations and principal activities was providing VAT bridging finance.

 

The company made a profit for the period and this augurs well for the next few years.

 

 

Principal Risks and Uncertainties

Changes in the UK economic environment could lead to a fall in demand for properties and construction activities which would affect demand for the company's services or clients' ability to pay amounts due.

 

The board review trading performance and the economic environment on a monthly basis and carry out credit checks on clients to mitigate this risk.

 

 

Development and performance

Turnover for the current period was $157,484 (Jan 2018: $161,149). The net profit for the period ended 31 December 2018 was $334,488 (Jan 2018: net loss $191).

 

 

Key performance indicators

The board monitors the progress of the Company by reference to the following KPIs:

 

o Turnover

o Net profit

 

 

On behalf of the board

 

 

/s/ Laurence P Rutter

Laurence P Rutter

Director

May 29, 2019


- 1 -


VAT BRIDGE LIMITED

 

DIRECTORS' REPORT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


The directors present their annual report and financial statements for the period ended 31 December 2018.

 

 

Results and dividends

 

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

 

 

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

 

 

Simon W Holden

(Appointed 6 March 2019)

Laurence P Rutter

(Appointed 6 March 2019)

Alan P Howard

(Resigned 24 September 2018)

Graham Avery

(Appointed 28 February 2019 and resigned 6 March 2019)

Alan Smith

(Appointed 8 March 2018 and resigned 18 May 2018)

Gareth B Williams

(Appointed 11 February 2019 and resigned 28 February 2019)

 

Auditor

The auditor, LB Group (Colchester), is deemed to be reappointed under section 487(2) of the Companies Act 2006.

 

 

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.  Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these financial statements, International Accounting Standard 1 requires that directors:

 

properly select and apply accounting policies;  

make judgements and accounting estimates that are reasonable and prudent:  

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;  

provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and  

make an assessment of the company's ability to continue as a going concern.  

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

 

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

 


- 2 -


VAT BRIDGE LIMITED

 

DIRECTORS' REPORT (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


On behalf of the board

 

/s/ Laurence P Rutter

Laurence P Rutter

Director

Date: May 29, 2019.


- 3 -


VAT BRIDGE LIMITED

 

DIRECTORS' REPORT (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018



- 3 -


VAT BRIDGE LIMITED

 

INDEPENDENT AUDITOR’S REPORT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


PICTURE 1  


- 3 -


VAT BRIDGE LIMITED

 

INDEPENDENT AUDITOR’S REPORT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


PICTURE 2  


- 3 -


VAT BRIDGE LIMITED

 

INDEPENDENT AUDITOR’S REPORT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


PICTURE 3  


- 3 -


VAT BRIDGE LIMITED

 

INCOME STATEMENT

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


 

Period

 

Period

 

 

ended

 

ended

 

 

31 December

 

31 January

 

 

2018

 

2018

 

 

Notes

 

$

 

$

 

 

Revenue

3

 

157,484

 

161,149

 

Cost of sales

 

(42,454)

 

(105,717)

 

 

 

 

 

 

 

Gross profit

 

115,030

 

55,432

 

 

Other operating income

 

443,842

 

-

 

Administrative expenses

 

(140,669)

 

(54,897)

 

 

 

 

 

 

 

Operating profit

4

 

418,203

 

535

 

 

Investment revenues

5

 

9

 

-

 

 

 

 

 

 

 

 

Profit before taxation

 

418,212

 

535

 

 

Income tax expense

6

 

(83,724)

 

(726)

 

 

 

 

 

 

 

Profit/(loss) for the period

12

 

334,488

 

(191)

 

 

 

 

 

 

 

The income statement has been prepared on the basis that all operations are continuing operations.

 

 


- 4 -


VAT BRIDGE LIMITED

 

STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


 

Period

 

Period

 

 

ended

 

ended

 

 

31 December

 

31 January

 

 

2018

 

2018

 

 

$

 

$

 

 

Profit/(loss) for the period

334,488

 

(191)

 

 

 

 

 

 

 

Other comprehensive income:

 

 

Items that will not be reclassified to profit or loss

 

Currency translation differences

4,536

 

3,544

 

 

 

 

 

 

 

 

Total comprehensive income for the period

339,024

 

3,353

 

 

 

 

 

 

 


- 5 -


VAT BRIDGE LIMITED

 

STATEMENT OF FINANCIAL POSITION

 

AS AT 31 DECEMBER 2018


 

2018

 

2018

 

 

Notes

 

$

 

$

 

 

Current assets

 

Trade and other receivables

7

 

1,027,914

 

12,897

 

Cash and cash equivalents

 

448,950

 

3,692

 

 

 

 

 

 

 

 

 

1,476,864

 

16,589

 

 

 

 

 

 

 

 

Total assets

 

1,476,864

 

16,589

 

 

 

 

 

 

 

 

Current liabilities

 

 

Trade and other payables

9

 

1,053,906

 

12,448

 

Current tax liabilities

 

80,555

 

786

 

 

 

 

 

 

 

 

 

1,134,461

 

13,234

 

 

 

 

 

 

 

 

Net current assets

 

342,403

 

3,355

 

 

 

 

 

 

 

 

Total liabilities

 

1,134,461

 

13,234

 

 

 

 

 

 

 

 

Net assets

 

342,403

 

3,355

 

 

 

 

 

 

 

 

Equity

 

 

Called up share capital

10

 

26

 

2

 

Other reserves

11

 

8,080

 

3,544

 

Retained earnings

12

 

334,297

 

(191)

 

 

 

 

 

 

 

Total equity

 

342,403

 

3,355

 

 

 

 

 

 

 

 

The financial statements were approved by the board of directors and authorised for issue on ......................... and are signed on its behalf by:

 

 

..............................

 

Laurence P Rutter

 

Director

 

 

Company Registration No. 10573364

 


- 6 -


VAT BRIDGE LIMITED

 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


 

Share capital

Other reserves

Retained earnings

Total

 

 

Notes

$

$

$

$

 

Balance at 19 January 2017

 

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

 

Period ended 31 January 2018:

 

Loss for the period

 

-

-

 

(191)

(191)

Other comprehensive income:

 

Currency translation differences

 

-

-

3,544

3,544

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

-

-

3,353

3,353

 

Issue of share capital

10

2

-

-

2

 

Transfer to other reserves

 

-

3,544

-

3,544

 

Transfers

 

-

-

 

(3,544)

(3,544)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 January 2018

 

2

3,544

 

(191)

3,355

 

 

 

 

 

 

 

 

 

 

 

 

Period ended 31 December 2018:

 

Profit for the period

 

-

-

334,488

334,488

 

Other comprehensive income:

 

Currency translation differences

 

-

-

4,536

4,536

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

-

-

339,024

339,024

 

Issue of share capital

10

24

-

-

24

 

Transfer to other reserves

 

-

4,536

-

4,536

 

Transfers

-

-

 

(4,536)

(4,536)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December 2018

26

8,080

334,297

342,403

 

 

 

 

 

 

 

 

 

 

 


- 7 -


VAT BRIDGE LIMITED

 

STATEMENT OF CASH FLOWS

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


 

2018

 

2018

 

Notes

$

$

$

$

 

Cash flows from operating activities

 

 

Cash generated from operations

16

 

444,644

 

86

 

Tax (paid)/refunded

 

(3,955)

 

60

 

 

 

 

 

 

Net cash inflow from operating activities

 

440,689

 

146

 

Investing activities

 

Interest received

 

9

 

-

 

 

 

 

 

 

 

 

Net cash generated from/(used in) investing activities

 

9

 

-

 

Financing activities

 

Proceeds from issue of shares

 

24

 

2

 

 

 

 

 

 

 

 

Net cash generated from financing activities

 

24

 

2

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

440,722

 

148

 

Cash and cash equivalents at beginning of year

 

3,692

 

-

Effect of foreign exchange rates

 

4,536

 

3,544

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

448,950

 

3,692

 

 

 

 

 


- 8 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


1

Accounting policies

 

 

Company information

 

VAT Bridge Limited is a private company limited by shares incorporated in England and Wales and domiciled in the United Kingdom. The registered office is 3rd Floor, Middleborough House, 16 Middleborough, Colchester, Essex, CO1 1QT.

 

 

1.1

Accounting convention

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).

 

 

 

The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

 

 

 

The functional currency of the company is sterling and the presentation currency for the financial statements is US Dollars. Monetary amounts in these financial statements are rounded to the nearest $.

 

 

1.2

Change in accounting estimate

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements.  If in the future such estimates and assumptions which are based on management’s best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change.  Where necessary, the comparatives have been reclassified or extended from the previously reported results to take into account presentational changes.

 

 

1.3

Going concern

 

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

 

1.4

Revenue

 

The company’s primary source of revenue is derived from the provision of short term bridging finance to other businesses. Revenue is comprised of a contribution to legal fees, administration fees, facility fees and interest. Rates are agreed with the customer in advance with interest accruing daily and each contract is tailored to the customer’s individual requirements. Performance obligations under the contract are deemed to be met once the advance of finance has been repaid in full. Where an amount is advanced before the period end but not repaid until the following accounting period revenue is recognised by apportioning total revenue due under the contract based on the length of the loan with the remaining balance that will be earnt under the contract shown within deferred income at the period end.

 

Where the company has been unable to provide finance but is able to make a referral they have, on occasion, received commission for this. This commission is recognised once the referral has been made and is determined based on individual agreements with the companies referred to.

 

 

 


- 9 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


1

Accounting policies

 

1.5

Fair value measurement

 

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

 

 

1.6

Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 

 

1.7

Financial assets

 

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through profit and loss, which are measured at fair value.

 

 

 

Loans and receivables

 

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

 

 

 

Impairment of financial assets

 

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

 

 

Derecognition of financial assets

 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

 

1.8

Financial liabilities

 

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

 


- 10 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


1

Accounting policies

 

 

Other financial liabilities

 

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

 

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.

 

 

 

Derecognition of financial liabilities

 

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

 

 

1.9

Equity instruments

 

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

 

 

1.10

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

 

 

 

Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

 

1.11

Foreign exchange

 

The functional currency of the company is Sterling and the presentational is US Dollars. In accordance with IAS 21 balance sheet values are translated at the closing rate, equity values at the historical rate and profit and loss values are translated at the spot rate, where practical. Where the spot rate cannot be determined an average rate for the year is used as permitted under IAS 21.

 


- 11 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


2

Critical accounting estimates and judgements

 

 

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

 

 

 

Critical judgements

 

Revenue recognition

 

The company’s primary source of revenue is derived from the provision of short term bridging finance to other businesses. Revenue is comprised of a contribution to legal fees, administration fees, facility fees and interest. Rates are agreed with the customer in advance with interest accruing daily and each contract is tailored to the customer’s individual requirements. Performance obligations under the contract are deemed to be met once the advance of finance has been repaid in full. Where an amount is advanced before the period end but not repaid until the following accounting period revenue is recognised by apportioning total revenue due under the contract based on the length of the loan with the remaining balance that will be earnt under the contract shown within deferred income at the period end.

 

Where the company has been unable to provide finance but is able to make a referral they have, on occasion, received commission for this. This commission is recognised once the referral has been made and is determined based on individual agreements with the companies referred to.

 

 

 

Translation from functional currency to presentational currency

 

The functional currency of the company is Sterling and the presentational is US Dollars. In accordance with IAS 21 balance sheet values are translated at the closing rate, equity values at the historical rate and profit and loss values are translated at the spot rate, where practical. Where the spot rate cannot be determined an average rate for the year is used as permitted under IAS 21.

 

 

3

Revenue

 

 

2018

2018

 

$

$

 

Revenue analysed by class of business

 

 

Revenue from financing services

157,484

124,437

 

Referral fees received

-

36,712

 

 

 

 

 

 

 

157,484

161,149

 

 

 

 

 

 

 

2018

2018

 

$

$

 

Other significant revenue

 

 

Interest income

9

-

 

 

 

 

 


- 12 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


4

Operating profit

 

 

2018

2018

 

$

$

 

Operating profit for the period is stated after charging/(crediting):

 

 

Fees payable to the company's auditor for the audit of the company's financial statements

9,920

8,516

 

 

 

 

 

 

5

Investment income

 

 

2018

2018

 

$

$

 

Interest income

 

 

Bank deposits

9

-

 

 

 

 

 

 

 

Total interest income for financial assets that are not held at fair value through profit or loss is $9 (2018 - $-).

 

 

 

 

6

Income tax expense

 

 

2018

2018

 

$

$

 

Current tax

 

 

UK corporation tax on profits for the current period

82,743

726

 

Adjustments in respect of prior periods

981

-

 

 

 

 

 

 

 

Total UK current tax

83,724

726

 

 

 

 

 

 

 

The charge for the period can be reconciled to the profit per the income statement as follows:

 

 

 

 

2018

2018

 

$

$

 

 

Profit before taxation

418,212

535

 

 

 

 

 

 

 

Expected tax charge based on a corporation tax rate of 19.00%

79,460

102

 

Adjustment in respect of prior years

981

-

 

Foreign exchange differences

3,283

624

 

 

 

 

 

 

 

Taxation charge for the period

83,724

726

 

 

 

 

 


- 13 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


7

Trade and other receivables

 

 

Current

 

 

2018

2018

 

$

$

 

 

Trade receivables

140,941

-

 

Other receivables

687,738

12,897

 

Amounts owed by associate undertakings

199,235

-

 

 

 

 

 

 

 

1,027,914

12,897

 

 

 

 

 

 

 

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

 

 

 

8

Trade receivables - credit risk

 

 

Fair value of trade receivables

 

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

 

 

 

No significant receivable balances are impaired at the reporting end date.

 

 

9

Trade and other payables

 

 

Current

 

 

2018

2018

 

$

$

 

 

Trade payables

47,891

-

 

Accruals

53,686

9,222

 

Social security and other taxation

1,786

-

 

Other payables

950,543

3,226

 

 

 

 

 

 

 

1,053,906

12,448

 

 

 

 

 


- 14 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE PERIOD ENDED 31 DECEMBER 2018


10

Share capital

2018

2018

 

$

$

 

Ordinary share capital

 

 

Authorised

 

 

2,100,000 Ordinary shares of 0.00001p each converted into $

 

26

2

 

Issued and fully paid

 

 

2,100,000 Ordinary shares of 0.00001p each converted into $

 

26

2

 

 

 

 

 

 

 

26

2

 

 

 

 

 

 

 

Each share gives the right to receive notice of, attend and vote at general meetings; one vote per share; right to participate in a distribution of profits by way of dividend and to fully participate in any distribution of capital on a sale or winding-up of the company (including to share in any surplus therefrom); are not a redeemable class of shares.

 

 

 

 

 

 

 

 

 

Reconciliation of movements during the period:

 

 

 

Number

 

 

At 1 February 2018

2

 

Issue of fully paid shares

8

 

Number of shares added through sub division of 1 ordinary share into 100,000 ordinary shares

999,990

 

Number of shares allotted after sub division

1,100,000

 

 

 

 

 

At 31 December 2018

2,100,000

 

 

 

 

 

 

 

 


- 15 -



11

Other reserves

 

 

Foreign Exchange translation reserve

 

 

$

 

 

 

Balance at 19 January 2017

-

 

 

Additions

3,544

 

 

 

 

 

 

 

Balance at 31 January 2018

3,544

 

 

Additions

4,536

 

 

 

 

 

 

 

Balance at 31 December 2018

8,080

 

 

 

 

 

 

 

The other reserve includes all differences arising on translation of the financial statements from functional currency (GBP) into presentation currency (USD).

 

 

 

12

Retained earnings

 

 

2018

2018

 

 

$

$

 

 

 

At the beginning of the period

 

(191)

-

 

 

Profit/(loss) for the period

334,488

 

(191)

 

Transfer to reserves

 

(4,536)

(3,544)

 

Other transfers

4,536

3,544

 

 

 

 

 

 

 

 

 

At the end of the period

334,297

 

(191)

 

 

 

 

 

 

 

13

Operating lease commitments

 

 

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 

 

 

 

2018

2018

 

 

$

$

 

 

 

Within one year

 

3,057

-

 

 

Between two and five years

 

35,156

-

 

 

 

 

 

 

 

 

 

38,213

-

 

 

 

 

 

 

 

 

14

Capital risk management

 

 

 

The company is not subject to any externally imposed capital requirements.

 

 

 

15

Related party transactions

 

 

 

No guarantees have been given or received.

 

 

15

Related party transactions

 

 


- 15 -



 

During the period the company transacted with various related parties.

 

The amounts owed by and owed to companies under common control are unsecured.

 

At the period end the company was owed $199,032 by Corporate Commercial Collections Ltd, a company with Directors in common. (January 2018: owed to $3,226).

 

At the period end the company owed $422,487 to VAT Bridge 7 Limited (formerly Triple C Money Limited), a company with Directors in common. (January 2018: owed from $12,898).

 

At the period end the company was owed $204 by VAT Bridge 1 Limited, a company with Directors in common.

 

At the period end the company owed $8,918 to VAT Bridge 2 Limited, a company with Directors in common.

 

At the period end the company owed $4,935 to VAT Bridge 3 Limited, a company with Directors in common.

 

At the period end the company owed $15,312 to Triple C Funding, a company with Directors in common.

 

During the period the company paid $460 for consultancy fees to Pangolin Limited, a company with Directors in common. (January 2018: $570)

 

During the period the company paid $19,762 to Alan Smith, a former Director, for commission in the period. (January 2018: $28,160)

 

During the period the company granted a licence to utilise intellectual property rights to VAT Bridge 7 Limited. Consideration receivable for the licence amounted to $443,842, is recorded as other operating income and was settled in cash after the period end.

 

 

 

16

Cash generated from operations

 

 

2018

2018

 

 

$

$

 

 

 

Profit/(loss) for the period after tax

334,488

 

(191)

 

 

Adjustments for:

 

 

Taxation charged

83,724

726

 

 

Investment income

 

(9)

-

 

 

 

Movements in working capital:

 

 

Increase in trade and other receivables

 

(1,015,017)

(12,897)

 

Increase in trade and other payables

 

1,041,458

12,448

 

 

 

 

 

 

 

 

 

Cash generated from operations

444,644

86

 

 

 

 

 

 

 

 

Company Registration No. 10573364 (England and Wales)

 


- 15 -



VAT BRIDGE LIMITED

 

QUARTERLY  MANAGEMENT ACCOUNTS

 

FOR THE QUARTER ENDED 31 MARCH 2019


- 15 -


VAT BRIDGE LIMITED

 

COMPANY INFORMATION


 

Directors

Simon W Holden

(Appointed 6 March 2019)

 

Laurence P Rutter

(Appointed 6 March 2019)

 

Company number

10573364

 

Registered office

3rd Floor, Middleborough House

 

16 Middleborough

 

Colchester

 

Essex

 

CO1 1QT



VAT BRIDGE LIMITED

 

CONTENTS


 

Page

 

Income statement

1

 

Statement of comprehensive income

2

 

Statement of financial position

3

 

Statement of changes in equity

4

 

Statement of cash flows

5

 

Notes to the financial statements

6 - 12



VAT BRIDGE LIMITED

 

INCOME STATEMENT

 

FOR THE QUARTER ENDED 31 MARCH 2019


 

Quarter

 

Period

 

 

ended

 

ended

 

 

31 March

 

31 December

 

 

2019

 

2018

 

 

Notes

 

$

 

$

 

 

Revenue

3

 

334,140

 

157,484

 

Cost of sales

 

(59,158)

 

(42,454)

 

 

 

 

 

 

 

Gross profit

 

274,982

 

115,030

 

 

Other operating income

 

-

 

443,842

 

Administrative expenses

 

(13,118)

 

(140,669)

 

 

 

 

 

 

 

Operating profit

4

 

261,864

 

418,203

 

 

Investment revenues

5

 

90

 

9

 

 

 

 

 

 

 

 

Profit before taxation

 

261,954

 

418,212

 

 

Income tax expense

6

 

(49,771)

 

(83,724)

 

 

 

 

 

 

 

Profit for the quarter

12

 

212,183

 

334,488

 

 

 

 

 

 

 

 

The income statement has been prepared on the basis that all operations are continuing operations.

 

 


- 1 -


VAT BRIDGE LIMITED

 

STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE QUARTER ENDED 31 MARCH 2019


 

Quarter

 

Period

 

ended

 

ended

 

31 March

 

31 December

 

2019

 

2018

 

$

 

$

 

Profit for the quarter

212,183

 

334,488

 

 

 

 

 

 

Other comprehensive income:

 

 

Items that will not be reclassified to profit or loss

 

Currency translation differences

59,092

 

4,536

 

 

 

 

 

 

Total comprehensive income for the quarter

271,275

 

339,024

 

 

 

 

 


- 2 -


VAT BRIDGE LIMITED

 

STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2019


 

2019

 

2018

 

Notes

 

$

 

$

 

Current assets

 

Trade and other receivables

7

 

1,847,938

 

1,027,914

Cash and cash equivalents

 

431,035

 

448,950

 

 

 

 

 

 

 

2,278,973

 

1,476,864

 

 

 

 

 

 

Total assets

 

2,278,973

 

1,476,864

 

 

 

 

 

 

Current liabilities

 

 

Trade and other payables

9

 

1,533,184

 

1,053,906

Current tax liabilities

 

132,110

 

80,555

 

 

 

 

 

 

 

1,665,294

 

1,134,461

 

 

 

 

 

 

Net current assets

 

613,679

 

342,403

 

 

 

 

 

 

Total liabilities

 

1,665,294

 

1,134,461

 

 

 

 

 

 

Net assets

 

613,679

 

342,403

 

 

 

 

 

 

Equity

 

 

Called up share capital

10

 

26

 

26

Other reserves

11

 

67,173

 

8,080

Retained earnings

12

 

546,480

 

334,297

 

 

 

 

 

 

Total equity

 

613,679

 

342,403

 

 

 

 

 

 

The financial statements were approved by the board of directors and authorised for issue on ......................... and are signed on its behalf by:

 

..............................

Laurence P Rutter

Director

 

Company Registration No. 10573364


- 3 -


VAT BRIDGE LIMITED

 

STATEMENT OF CHANGES IN EQUITY

 

FOR THE QUARTER ENDED 31 MARCH 2019


 

Share capital

Other reserves

Retained earnings

Total

 

 

Notes

$

$

$

$

 

Balance at 1 February 2018

 

2

3,544

 

(191)

3,355

 

 

 

 

 

 

 

 

 

 

 

 

Period ended 31 December 2018:

 

Profit for the period

 

-

-

334,488

334,488

 

Other comprehensive income:

 

Currency translation differences

 

-

-

4,536

4,536

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

-

-

339,024

339,024

 

Issue of share capital

10

24

-

-

24

 

Transfer to other reserves

 

-

4,536

-

4,536

 

Transfers

 

-

-

 

(4,536)

(4,536)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December 2018

 

26

8,080

334,297

342,403

 

 

 

 

 

 

 

 

 

 

 

 

Period ended 31 March 2019:

 

Profit for the period

 

-

-

212,183

212,183

 

Other comprehensive income:

 

Currency translation differences

 

-

-

59,092

59,092

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

-

-

271,275

271,275

 

Transfer to other reserves

 

-

59,092

-

59,092

 

Transfers

-

-

 

(59,092)

(59,092)

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 March 2019

26

67,172

546,480

613,678

 

 

 

 

 

 

 

 

 

 

 


- 4 -


VAT BRIDGE LIMITED

 

STATEMENT OF CASH FLOWS

 

FOR THE QUARTER ENDED 31 MARCH 2019


 

2019

 

2018

 

 

Notes

$

$

$

$

 

 

Cash flows from operating activities

 

 

Cash (absorbed by)/generated from operations

14

 

(78,882)

 

444,644

 

 

Tax refunded/(paid)

 

1,784

 

(3,955)

 

 

 

 

 

 

 

Net cash (outflow)/inflow from operating activities

 

(77,098)

 

440,689

 

 

Investing activities

 

Interest received

 

90

 

9

 

 

 

 

 

 

 

 

Net cash generated from investing activities

 

90

 

9

 

 

Financing activities

 

Proceeds from issue of shares

 

-

 

24

 

 

 

 

 

 

 

 

Net cash (used in)/generated from financing activities

 

-

 

24

 

 

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

(77,008)

 

440,722

 

 

Cash and cash equivalents at beginning of year

 

448,950

 

3,692

 

Effect of foreign exchange rates

 

59,093

 

4,536

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

431,035

 

448,950

 

 

 

 

 

 

 


- 5 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE QUARTER ENDED 31 MARCH 2019


1

Accounting policies

 

 

Company information

 

VAT Bridge Limited is a private company limited by shares incorporated in England and Wales and domiciled in the United Kingdom. The registered office is 3rd Floor, Middleborough House, 16 Middleborough, Colchester, Essex, CO1 1QT.

 

 

1.1

Accounting convention

 

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).

 

 

 

The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

 

 

 

The functional currency of the company is sterling and the presentation currency for the financial statements is US Dollars. Monetary amounts in these financial statements are rounded to the nearest $.

 

 

1.2

Going concern

 

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

 

 

1.3

Revenue

 

The company’s primary source of revenue is derived from the provision of short term bridging finance to other businesses. Revenue is comprised of a contribution to legal fees, administration fees, facility fees and interest. Rates are agreed with the customer in advance with interest accruing daily and each contract is tailored to the customer’s individual requirements. Performance obligations under the contract are deemed to be met once the advance of finance has been repaid in full. Where an amount is advanced before the period end but not repaid until the following accounting period revenue is recognised by apportioning total revenue due under the contract based on the length of the loan with the remaining balance that will be earnt under the contract shown within deferred income at the period end.

 

Where the company has been unable to provide finance but is able to make a referral they have, on occasion, received commission for this. This commission is recognised once the referral has been made and is determined based on individual agreements with the companies referred to.

 

 

 

 

1.4

Fair value measurement

 

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

 

 

1.5

Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

 


- 6 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


1

Accounting policies

 

1.6

Financial assets

 

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through profit and loss, which are measured at fair value.

 

 

 

Loans and receivables

 

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

 

 

 

Impairment of financial assets

 

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

 

 

Derecognition of financial assets

 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

 

 

1.7

Financial liabilities

 

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

 

 

 

Other financial liabilities

 

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

 

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition.

 

 

 

Derecognition of financial liabilities

 

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

 


- 7 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


1

Accounting policies

 

1.8

Equity instruments

 

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

 

 

1.9

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

 

 

 

Current tax

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

 

1.10

Foreign exchange

 

The functional currency of the company is Sterling and the presentational is US Dollars. In accordance with IAS 21 balance sheet values are translated at the closing rate, equity values at the historical rate and profit and loss values are translated at the spot rate, where practical. Where the spot rate cannot be determined an average rate for the year is used as permitted under IAS 21.

 

 

2

Critical accounting estimates and judgements

 

 

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

 

 

 

Critical judgements

 

Revenue recognition

 

The company’s primary source of revenue is derived from the provision of short term bridging finance to other businesses. Revenue is comprised of a contribution to legal fees, administration fees, facility fees and interest. Rates are agreed with the customer in advance with interest accruing daily and each contract is tailored to the customer’s individual requirements. Performance obligations under the contract are deemed to be met once the advance of finance has been repaid in full. Where an amount is advanced before the period end but not repaid until the following accounting period revenue is recognised by apportioning total revenue due under the contract based on the length of the loan with the remaining balance that will be earnt under the contract shown within deferred income at the period end.

 

Where the company has been unable to provide finance but is able to make a referral they have, on occasion, received commission for this. This commission is recognised once the referral has been made and is determined based on individual agreements with the companies referred to.

 


- 8 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


2

Critical accounting estimates and judgements

 

 

Translation from functional currency to presentational currency

 

The functional currency of the company is Sterling and the presentational is US Dollars. In accordance with IAS 21 balance sheet values are translated at the closing rate, equity values at the historical rate and profit and loss values are translated at the spot rate, where practical. Where the spot rate cannot be determined an average rate for the year is used as permitted under IAS 21.

 

 

3

Revenue

 

 

2019

2018

 

$

$

 

Revenue analysed by class of business

 

 

Revenue from financing services

334,141

157,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

2018

 

$

$

 

Other significant revenue

 

 

Interest income

90

9

 

 

 

 

 

 

4

Operating profit

 

 

2019

2018

 

$

$

 

Operating profit for the period is stated after charging/(crediting):

 

 

Fees payable to the company's auditor for the audit of the company's financial statements

-

9,920

 

 

 

 

 

 

5

Investment income

 

 

2019

2018

 

$

$

 

Interest income

 

 

Bank deposits

90

9

 

 

 

 

 

 

 

Total interest income for financial assets that are not held at fair value through profit or loss is $90 (2018 - $9).

 

 

 


- 9 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


6

Income tax expense

 

 

2019

2018

 

$

$

 

Current tax

 

 

UK corporation tax on profits for the current period

49,771

82,743

 

Adjustments in respect of prior periods

-

981

 

 

 

 

 

 

 

Total UK current tax

49,771

83,724

 

 

 

 

 

 

 

The charge for the quarter can be reconciled to the profit per the income statement as follows:

 

 

 

 

2019

2018

 

$

$

 

 

Profit before taxation

261,954

418,212

 

 

 

 

 

 

 

Expected tax charge based on a corporation tax rate of 19.00%

49,771

79,460

 

Adjustment in respect of prior years

-

981

 

Foreign exchange differences

-

3,283

 

 

 

 

 

 

 

Taxation charge for the period

49,771

83,724

 

 

 

 

 

 

7

Trade and other receivables

 

 

Current

 

 

2019

2018

 

$

$

 

 

Trade receivables

276,648

140,941

 

Other receivables

742,733

687,738

 

Amounts owed by associate undertakings

820,731

199,235

 

Prepayments

7,826

-

 

 

 

 

 

 

 

1,847,938

1,027,914

 

 

 

 

 

 

 

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

 

 

 

8

Trade receivables - credit risk

 

 

Fair value of trade receivables

 

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

 

 

 

No significant receivable balances are impaired at the reporting end date.

 


- 10 -


VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


9

Trade and other payables

 

 

Current

 

 

2019

2018

 

$

$

 

 

Trade payables

13,787

47,891

 

Accruals

30,713

53,686

 

Social security and other taxation

20,655

1,786

 

Other payables

1,468,029

950,543

 

 

 

 

 

 

 

1,533,184

1,053,906

 

 

 

 

 

 

10

Share capital

2019

2018

 

$

$

 

Ordinary share capital

 

 

Authorised

 

 

2,100,000 Ordinary shares of 0.00001p each converted into $

 

26

26

 

Issued and fully paid

 

 

2,100,000 Ordinary shares of 0.00001p each converted into $

 

26

26

 

 

 

 

 

 

 

26

26

 

 

 

 

 

 

 

Each share gives the right to receive notice of, attend and vote at general meetings; one vote per share; right to participate in a distribution of profits by way of dividend and to fully participate in any distribution of capital on a sale or winding-up of the company (including to share in any surplus therefrom); are not a redeemable class of shares.

 

 

 

11

Other reserves

 

 

Foreign Exchange translation reserve

 

$

 

 

Balance at 1 February 2018

3,544

 

Additions

4,536

 

 

 

 

 

Balance at 31 December 2018

8,081

 

Additions

59,092

 

 

 

 

 

Balance at 31 March 2019

67,173

 

 

 

 

 

The other reserve includes all differences arising on translation of the financial statements from functional currency (GBP) into presentation currency (USD).

 

 


- 11 -


 

VAT BRIDGE LIMITED

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

 

FOR THE QUARTER ENDED 31 MARCH 2019


12

Retained earnings

 

 

2019

2018

 

 

$

$

 

 

 

At the beginning of the quarter

334,297

 

(191)

 

Profit for the quarter

212,183

334,488

 

 

Transfer to reserves

 

(59,092)

(4,536)

 

Other transfers

59,092

4,536

 

 

 

 

 

 

 

 

 

At the end of the quarter

546,480

334,297

 

 

 

 

 

 

 

 

13

Capital risk management

 

 

 

The company is not subject to any externally imposed capital requirements.

 

 

 

14

Cash generated from operations

 

 

2019

2018

 

 

$

$

 

 

 

Profit for the quarter after tax

212,183

334,488

 

 

 

Adjustments for:

 

 

Taxation charged

49,771

83,724

 

 

Investment income

 

(90)

(9)

 

 

Movements in working capital:

 

 

Increase in trade and other receivables

 

(820,024)

(1,015,017)

 

Increase in trade and other payables

 

479,278

1,041,458

 

 

 

 

 

 

 

 

 

Cash (absorbed by)/generated from operations

 

(78,882)

444,644

 

 

 

 

 

 

 


Page 59

 

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