AMALGAM HOLDINGS LIMITED

Company Registration Number:
06452453 (England and Wales)

Unaudited abridged accounts for the year ended 31 December 2017

Period of accounts

Start date: 01 January 2017

End date: 31 December 2017

AMALGAM HOLDINGS LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2017

Balance sheet
Notes

AMALGAM HOLDINGS LIMITED

Balance sheet

As at 31 December 2017


Notes

2017

17 months to 31 December 2016


£

£
Fixed assets
Intangible assets:   0 0
Tangible assets:   0 0
Investments: 3 538,281 538,281
Total fixed assets: 538,281 538,281
Current assets
Stocks: 0 0
Debtors: 4 3,379,246 2,387,546
Cash at bank and in hand: 0 0
Investments:   0 0
Total current assets: 3,379,246 2,387,546
Creditors: amounts falling due within one year: 5 (1,797,490) (223,580)
Net current assets (liabilities): 1,581,756 2,163,966
Total assets less current liabilities: 2,120,037 2,702,247
Creditors: amounts falling due after more than one year: 6 0 (1,379,103)
Total net assets (liabilities): 2,120,037 1,323,144
Capital and reserves
Called up share capital: 3,333 3,333
Share premium account: 1,520,606 1,520,606
Revaluation reserve: 00
Other reserves: 0 0
Profit and loss account: 596,098 (200,795)
Shareholders funds: 2,120,037 1,323,144

The notes form part of these financial statements

AMALGAM HOLDINGS LIMITED

Balance sheet statements

For the year ending 31 December 2017 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

The members have agreed to the preparation of abridged accounts for this accounting period in accordance with Section 444(2A).

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The directors have chosen to not file a copy of the company’s profit & loss account.

This report was approved by the board of directors on 09 May 2018
and signed on behalf of the board by:

Name: S Copeman
Status: Director

The notes form part of these financial statements

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

1. Accounting policies

These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

Valuation and information policy

Investments in subsidiaries are measured at cost less accumulated impairment.

Other accounting policies

GOING CONCERNIncluded within creditors is £1,617,553 (2016: £1,548,674) due to Motorsport Network LLC, a groupcompany. On 1 January 2018, 95% of the share capital of the company was acquired by DanegeldHoldings Limited, a company incorporated in the British Virgin Islands. On the date that those shareswere acquired, and control changed, the total amount within creditors, due to Motorsport NetworkLLC, was waived.The new ultimate controlling party has indicated that they are supportive of the group (whichconstitutes Amalgam Holdings Limited and all of its direct and indirect subsidiaries) in executing itsturnaround plan. The new ultimate controlling party have also indicated that further financial supportwill be made available where necessary to ensure the group continues to operate for a period of atleast 12 months from approval of these financial statements. On this basis, the directors consider thatthe preparation of these financial statements on the going concern basis is appropriate.FINANCIAL INSTRUMENTSThe Company only enters into basic financial instrument transactions that result in the recognition offinancial assets and liabilities like trade and other debtors and creditors, loans from banks and otherthird parties, loans to related parties and investments in non-puttable ordinary shares.Debt instruments (other than those wholly repayable or receivable within one year), including loansand other accounts receivable and payable, are initially measured at present value of the future cashflows and subsequently at amortised cost using the effective interest method. Debt instruments thatare payable or receivable within one year, typically trade debtors and creditors, are measured, initiallyand subsequently, at the undiscounted amount of the cash or other consideration expected to be paidor received. However, if the arrangements of a short-term instrument constitute a financingtransaction, like the payment of a trade debt deferred beyond normal business terms or financed at arate of interest that is not a market rate or in the case of an out-right short-term loan not at marketrate, the financial asset or liability is measured, initially, at the present value of the future cash flowdiscounted at a market rate of interest for a similar debt instrument and subsequently at amortisedcost.Financial assets that are measured at cost and amortised cost are assessed at the end of eachreporting period for objective evidence of impairment. If objective evidence of impairment is found, animpairment loss is recognised in the Statement of comprehensive income.For financial assets measured at amortised cost, the impairment loss is measured as the differencebetween an asset's carrying amount and the present value of estimated cash flows discounted at theasset's original effective interest rate. If a financial asset has a variable interest rate, the discount ratefor measuring any impairment loss is the current effective interest rate determined under thecontract.For financial assets measured at cost less impairment, the impairment loss is measured as thedifference between an asset's carrying amount and best estimate of the recoverable amount, which isan approximation of the amount that the Company would receive for the asset if it were to be sold atthe reporting date.FINANCE COSTSFinance costs are charged to the Statement of comprehensive income over the term of the debtusing the effective interest method so that the amount charged is at a constant rate on the carryingamount. Issue costs are initially recognised as a reduction in the proceeds of the associated capitalinstrument.BORROWING COSTSAll borrowing costs are recognised in the Statement of comprehensive income in the year in whichthey are incurred.EXCEPTIONAL ITEMSExceptional items are transactions that fall within the ordinary activities of the Company but arepresented separately due to their size or incidence.JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATIONUNCERTAINTY<Deferred tax asset>The company has not recorded the deferred tax asset of £Nil (2016: £24,673) relating to losses and otherdeductions as it uncertainty as to when future profits will arise within this company. See Note "GOING CONCERN" forfurther details.<Recoverability of amounts owed by group>The directors believe that the amounts owed from group undertakings are recoverable in full and thereforedo not require impairment. Although the group company that owes this money is currently loss making,the directors are committed to a new turnaround plan and thus believe the company will become profitablein the future, see Note "GOING CONCERN" for further details.<Carrying value of investments>The company in the prior year invested £537,181 in the setup of a subsidiary, see Note "FIXED ASSET INVESTMENTS". The directorsdo not consider this investment to be impaired, despite the subsidiary currently being loss making, as thiscompany is newly incorporated and is in its set-up phase. The directors believe that the company will startgenerating profits in the next 2-3 years and believe that the projected income will be in excess of itscurrent carrying amount.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

2. Employees

2017 17 months to 31 December 2016
Average number of employees during the period 0 0

The Company has no employees other than the directors, who did not receive any remuneration duringthe period (2016: £Nil).

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

3. Fixed investments

FIXED ASSET INVESTMENTSInvestments in subsidiary companiesCOST OR VALUATIONAt 1 January 2017 £538,281At 31 December 2017 £538,281NET BOOK VALUEAt 31 December 2017 £538,281At 31 December 2016 £538,281SUBSIDIARY UNDERTAKINGSThe following were subsidiary undertakings of the Company during the year:Amalgam Collection Limited, Country ofincorporation - England and Wales, Class ofshares - Ordinary, Holding - 100%, Principal activity -Production and sale of fine model cars;Amalgam Distribution Limited, Country ofincorporation - England and Wales, Class ofshares - Ordinary, Holding - 100%, Principal activity - Distribution of fine model cars;Proford Limited (1), Country ofincorporation - Hong Kong, Class ofshares - Ordinary, Holding - 100%, Principal activity -Holding company;Dongguan Finexpo ModelCorporation Limited (1) (2), Country ofincorporation - China, Class ofshares - Ordinary, Holding - 100%,Principal activity - Production of fine model cars;Amalgam Hungary Kft, Country ofincorporation - Hungary, Class ofshares - Ordinary, Holding - 100%, Principal activity -Production of fine model cars;Amalgam USA LLC, Country ofincorporation- USA, Class ofshares - Ordinary, Holding - 100%, Principal activity -Distribution of fine model cars.(1) During the year the investment in Proford was disposed of for £nil proceeds. This investment hadbeen fully written off within the investments of this company a number of years ago.(2) indirect holding - 100% subsidary of Proford Limited.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

4. Debtors

DEBTORS Amounts owed by group undertakings: 2017 £3,379,246 (2016 £2,387,546)Amounts owed by group undertakings are unsecured, interest free and repayable on demand. However,repayment of the balance will not be sought if it is detrimental to the ability of the companies to which itrelates to continue as a going concern. As such, repayment is not wholly expected within the next 12months.Short term debtors are measured at transaction price, less any impairment. Loans receivable aremeasured initially at fair value, net of transaction costs, and are measured subsequently at amortisedcost using the effective interest method, less any impairment.cost using the effective interest method, less any impairment.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

5. Creditors: amounts falling due within one year note

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Other loans 2017 £ 1,617,553 (2016 £ 169,571)Amounts owed to group undertakings 2017 £100 (2016 £100)Accruals 2017 £179,837 (2016 £53,909)TOTALS 2017 £1,797,490 (2016 £223,580)Other loans falling due after more than one year includes amounts due to a company under common control, which are secured by a fixed and floating charge over all current and future assets of the company and bear interest at 5% and 10% per annum respectively.Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

6. Creditors: amounts falling due after more than one year note

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR Other loans 2017 £ - (2016 £1,379,103)Other loans falling due after more than one year includes amounts due to a company under common control, which are secured by a fixed and floating charge over all current and future assets of the company and bear interest at 5% and 10% per annum respectively.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

7. Related party transactions

RELATED PARTY TRANSACTIONSThe company has taken advantage of the exemption contained within FRS 102 from disclosing transactions with wholly owned group companies.

AMALGAM HOLDINGS LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2017

8. Post balance sheet events

POST BALANCE SHEET EVENTSOn 1 January 2018, 95% of the company’s share capital was sold to Danegeld Holdings Limited, a company incorporated in British Virgin Islands. As part of the above transaction, the remaining loans of £1,617,553 included in creditors at the year end were waived by the previous owner.On the same date the company has written off the intercompany loan due from Amalgam Collection Limited of £3,379,246 included in debtors at the year end.