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Mobile Streams plc Final Results

16/12/2020 7:00am

UK Regulatory (RNS & others)


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TIDMMOS

RNS Number : 7734I

Mobile Streams plc

16 December 2020

7.00am 16 December 2020

Mobile Streams plc

("MOS" or "the Company")

Audited Results for the year to 30 June 2020

The Company is pleased to announce its audited results for the year to 30 June 2020.

The Company will also shortly publish the Notice of Annual General Meeting ("AGM") on its website, which will be posted to Shareholders shortly, along with the Accounts and accompanying Form of Proxy in relation to the AGM and Accounts.

Nigel Burton, Chairman, commented "The Board is pleased to be able to publish the Audited Results today, and would like to thank shareholders for their patience given that we had originally indicated that the Company aimed to release its full audited report and accounts for the year to 30 June in October 2020.

In November 2019 the Company announced that it would launch a new data insight and intelligence platform, called Streams, based on licensing of the Krunch Data platform. The Streams business provides bespoke services to the B2B (business to business) market and targets customers in the US, LatAm and Europe. Following the year end, the Company announced the launch of the Streams SaaS ("Software as a Service") platform on 6 July, and since 14 October customers have been able to access the service and pay for it online.

The Board believes that the Streams data offering is the largest opportunity for the Company to deliver growth in shareholder value via newly developed products and services. The main focus for the current year will be growing and developing the product and sales pipeline.

The traditional content delivery side of the business still brings in ongoing revenue and therefore will be continued, however the majority of investment going forwards will be in growing the new data insight and intelligence business."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information, please contact:

Mobile Streams plc

Nigel Burton, Chairman

+44 77 8523 4447

www.mobilestreams.com

Beaumont Cornish (Nominated Adviser)

James Biddle and Roland Cornish

+44 (0) 20 7628 3396

Peterhouse Capital Limited (Broker)

Lucy Williams, Duncan Vasey and Eran Zucker

+ 44 (0) 20 7469 0930

AUDITED RESULTS FOR THE YEAR TO 30 JUNE 2020

Chairman's Statement

The Board of Mobile Streams plc presents its audited accounts for the financial year ended 30 June 2020.

In the year to 30 June 2020 Mobile Streams continued to offer games and other content direct to consumers across a wide range of mobile devices in three emerging markets. Market conditions in Argentina in particular, the peso devaluation, had an adverse effect on revenues, leading to increased losses. As a result of the reductions in revenue, a comprehensive cost-cutting programme was undertaken during the year.

Group revenue for the year ended 30 June 2020 was GBP0.6m (2019: GBP1.3m). Trading EBITDA (calculated as profit before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets) was negative GBP0.6m for year (2019: negative GBP0.7m). Loss before tax was GBP1.6m (2019: GBP0.6m loss). Most of the reduction in revenues is attributable to challenging trading conditions in Argentina. Revenue in Argentina (which equated to 77% of Group revenue) on a constant currency basis decreased by 25% from AR$48m to AR$36m.

The Directors do not propose payment of a dividend (2020: GBPNil). The Group had a net cash balance of GBP1.3m, with no debt, at 30 June 2020 (2019: GBP0.1m cash with no debt).

The Group's principal business remains the generation of revenues through relationships with mobile operators and content aggregators, and the Board expects that in the current financial year the majority of revenues are again likely to be generated in Latin America.

In November 2019 the Company announced that it would launch a new data insight and intelligence platform, called Streams, based on licensing of the Krunch Data platform. The Streams business provides bespoke services to the B2B (business to business) market and targets customers in the US, LatAm and Europe. Following the year end, the Company announced the launch of the Streams SaaS ("Software as a Service") platform on 6 July, and since 14 October customers have been able to access the service and pay for it online.

The Board believes that the Streams data offering is the largest opportunity for the Company to deliver growth in shareholder value via newly developed products and services. The main focus for the current year will be growing and developing the product and sales pipeline.

The traditional content delivery side of the business still brings in ongoing revenue and therefore will be continued, however the majority of investment going forwards will be in growing the new data insight and intelligence business.

During the year, 5 subsidiaries were closed (Singapore, Australia, Chile, Appitalism and The Nickels Group). The effect of the derecognition was duly exposed in the statements.

During the year, the Company raised GBP1.76m before expenses through Placings in November 2019, April 2020 and May 2020. The Placing in November 2019 was accompanied by the appointment of new advisers and a strengthening of the Board. The Placings in April and May followed a three month suspension in trading of the shares whilst the new management prepared audited accounts, hampered by the failure of previous management to make adequate preparations. The share issues in April and May demonstrated strong investor support for the strategy of growing the Streams data insight and intelligence platform, based on licensing of the Krunch Data platform.

The Directors have considered the impact of the Covid-19 pandemic on the business, and at the time of writing revenues have not been affected. All our staff work from home, and the online nature of the existing business, both in terms of content delivery and revenue collection, means that we do not envisage any disruption to that business unless a prolonged economic downturn results in a rise in cancellations. The Streams business is also largely remote, although in the short term face to face marketing has been impacted and demand could be affected as clients themselves respond to the ongoing effects of the pandemic.

The Directors have prepared a cashflow forecast which indicates that the amount raised during the year to 30 June is expected to cover the Company's working capital requirements for the foreseeable future.

Nigel Burton

Chairman

15 December 2020

STRATEGIC REPORT

Operating review

Mobile Streams' performance during the financial year ended 30 June 2020 was driven primarily by its Mobile Internet subscription sales in Argentina and India.

Group revenue for the year ended 30 June 2020 was GBP0.6m (2019: GBP1.3m). The gross profit of GBP0.2m (2019: GBP0.5m) decreased by 67%. The gross profit margin decreased from 37.5% to 25.6% as a result of higher impact of the marketing (direct to consumer) costs related to its Mobile Internet division.

During the period, both the Group's Mobile Internet revenues and its Mobile Operator revenues decreased. As consumers steadily update their phones from legacy feature and flip phone models to smartphones, they have generally used the operator content portals less, whilst using independent portals, as well as the open mobile internet, more actively.

Mobile Internet sales

The Argentine Peso devalued significantly during the period, affecting the revenues when expressed in GBP. We continue to work with our longest standing billing partner locally and this remains the foundation of the overall business.

The Indian mobile market has stabilised after the last years development. During 2020, network connections have continued improving throughout the country, lowered prices for data and had an impact on the financial results of other carriers.

Our largest customer in India merged their Indian businesses, disrupting the Company's ability to monetise its services as platforms were merged and new contracts concluded.

Mobile Operator sales

The Group has several contracts with mobile operators that allow the distribution of content through their mobile portals, although the revenue has been reduced year on year partially because of consumer preferences and greater competition.

There was a reduction in the number of consumer visitors to these portals, which has been a continuing trend for several years. The Group's teams share and implement the best retailing practices in order to increase the conversion of visitors into customers to mitigate the natural decline in this revenue stream as the market changes.

The mobile operator revenue stream is now immaterial to the overall Group given its decline and the shift to mobile internet sales.

Sales by Territory

Operations in Argentina were extremely challenging in the year as a result of general market conditions and regulation in the local market for mobile content subscriptions. Revenues in Argentina decreased 25% in Argentine Pesos terms from AR$48m to AR$36m. As a result of the Peso devaluation in the year of 26.9%, the revenues expressed in Sterling show a 42.6% decrease from GBP0.9m to GBP0.5m, equating to 77% of Group revenues.

Revenues in India represented 19.5% of the revenues of the Group. Indian revenues have been reducing due to the reduction in marketing campaigns. Trading was more challenging than anticipated because of policy changes at one of the Group's key partners and lower revenue from another.

Financial review

Group revenue for the year ended 30 June 2020 was GBP0.6m, a 52.4% decrease on the previous year (2019: GBP1.3m).

Gross profit was GBP0.2m, a decrease of 67% during the year (2019: GBP0.5m). The gross profit margin decreased from 37.5% to 25.6% on account of increased efficiency of marketing (Direct to Consumer) costs related to Mobile Internet.

Selling, marketing and administrative expenses were GBPNil, a 100% decrease (2019: GBP0.2m).

The Group recorded a loss after tax of GBP1.6m for the year ended 30 June 2020 (2019 loss: GBP0.4m). Basic earnings per share decreased to a loss of 0.379 pence per share (2019: loss of 0.368 pence per share). Adjusted earnings per share (excluding interest, depreciation, amortisation, impairments and share compensation expense) decreased to a loss of 0.379 pence per share (2019: loss of 0.362 pence per share).

The Group had cash of GBP1.34m at 30 June 2020, with no debt (2019: GBP0.12m of cash with no debt).

Financial performance

 
                                                  Year to 30           Year to 30 
                                                   June 2020            June 2019 
                                                    GBP000's             GBP000's 
 Revenue                                                 636                1,335 
 Gross profit                                            163                  501 
 Selling and Marketing Costs                                                (239) 
 Administrative Expenses*                              (773)                (930) 
 Trading EBITDA**                                      (610)                (668) 
 Depreciation and Amortisation                             -                  (3) 
 Impairments                                               -                    - 
 Share Based Compensation                                  -                  (3) 
 Operating loss                                        (610)                (674) 
 
 Loss on derecognition of subsidiaries                 (953)                    - 
 Finance Income                                            -                  113 
 Finance Expense                                           -                  (4) 
 Loss before tax                                     (1,563)                (565) 
 

* Administrative expenses exclude amortisation, depreciation and share compensation expense.

** Calculated as profit before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets.

Key performance indicators ("KPI's")

Gross profit as a percentage of revenue is a measure of our profitability. Gross profit was GBP0.2m for the year ended on 30 June 2020 (2019: GBP0.5m) . The KPIs used by the Group are Trading EBITDA**, variance in revenue and gross profit. These KPIs are reviewed on a regular basis, largely by reference to budgets and reforecasts. Trading EBITDA was a loss of GBP0.6m for the year ended on 30 June 2020 (2019: loss of GBP0.7m).

Earnings before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets (Trading EBITDA) measured exactly as stated. All tax, interest, amortisation, depreciation, share compensation expense and impairment of assets entries in the consolidated income statement are added back to profit after tax in calculating this measure.

Although revenue in Argentina decreased by 42.6% during the year, like-for-like revenue on a constant currency basis decreased by 25%.

Gross profit as a percentage of revenue is a measure of the Group's profitability. Gross profit margin was 25.6% for the year ended on 30 June 2020 (2019: 37.5%).

**EBITDA is a non-IFRS measure and is calculated as profit before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets.

Strategy

The Group's principal business remains the generation of revenues through relationships with mobile operators and content aggregators, using the Group's expertise in selling content to consumers in developing markets.

In November 2019 the Company announced that it would launch a new data insight and intelligence platform, called Streams, based on licensing of the Krunch Data platform. The main focus for the current year will be in growing and developing the product and sales pipeline.

Share Issue

In November 2019, the Group issued 249,738,938 shares at a value of 0.113 pence per share. In April 2020, the Group issued 98,437,500 shares at a value of 0.08 pence per share. In May 2020, the Group issued 182,812,500 shares at a value of 0.08 pence per share, and 333,333,333 shares at a value of 0.3 pence per share, and 143,500,000 shares at a value of 0.2 pence per share. The share issues in April and May demonstrated strong investor support for the strategy of growing the Streams data insight and intelligence platform, based on licensing of the Krunch Data platform.

The Group's source of capital is the parent company's equity shares. The Group has not raised debt financing in the past and does not expect to do so in the future.

The total number of shares in issue as at 30 June 2020 was 1,148,574,804 (30 June 2019: 140,752,533) with a par value of GBP0.002 per share. All issued shares are fully paid.

In November 2019, shareholders approved the proposal to sub-divide the entire existing share capital, both issued and to be issued, consisting of ordinary shares of 0.2 pence nominal value each, into ordinary Shares of 0.01 pence nominal value each and deferred shares of 0.19 pence nominal value each, thus enabling the company to lawfully implement the placing at the issue price.

Each new ordinary share resulting from the share reorganisation had the same rights (including voting and dividend rights and rights on a return of capital) as each existing ordinary share except that they have a nominal value of 0.01 pence each.

The deferred shares have very limited rights which are deferred to the ordinary shares and will effectively carry no value as a result. Accordingly, the holders of the deferred shares are not entitled (unless they also hold ordinary shares) to receive notice of, attend or vote at general meetings of the Company, nor be entitled to receive any dividends or any payment on a return of capital until at least GBP10,000,000 has been paid on each ordinary share.

Principal risks and uncertainties

The nature of the Group's business and strategy makes it subject to a number of risks.

The Directors have set out below the principal risks facing the business.

Contracts with Mobile Network Operators (MNOs)

While Mobile Streams maintains relationships with numerous MNOs in the various territories, a small number of operators account for a high portion of the Group's business. The Group is seeking to mitigate this risk by broadening its overall offering.

Contracts with rights holders

The majority of content provided by Mobile Streams is licensed from rights holders. While Mobile Streams is not dependent on any single rights holder for its entertainment content, termination, non-renewal or significant renegotiation of a contract could result in lower revenue.

The Group continues to enter into new content licensing arrangements to mitigate these risks.

Competition

Competition from alternative providers could adversely affect operating results through either price pressures, or lost custom. Products and pricing of competitors are continuously monitored to ensure the Group is able to react quickly to changes in the market.

Fluctuations in currency exchange rates

Approximately 99% of the Group's revenue relates to operations outside the UK. The Group is therefore exposed to foreign currency fluctuations and the financial condition of the Group may be adversely impacted by foreign currency fluctuations. Argentina had an inflation rate of 42.76% for the period July 2019 - June 2020 and the Argentinian economy is designated as a hyper-inflationary. See note 20 "Foreign currency risk"

The Group has operations in India and Latin America. As a result, it faces both translation and transaction currency risks.

Currency exposure is not currently hedged, though the Board continuously reviews its foreign currency risk exposure and potential means of combating this risk.

Dependencies on key executives and personnel

The success of the business is substantially dependent on the Directors and senior management team. The risks have been mitigated by strengthening the Board and management team during the year.

Technology risk

A significant portion of the future revenues are dependent on the Group's technology platforms. Instability or interruption of availability for an extended period could have an adverse impact on the Group's financial position.

Mobile Streams has invested in resilient hardware architecture and continues to maintain software control processes to minimise this risk.

Management controls and reporting procedures and execution

The ability of the Group to implement its strategy in a competitive market requires effective planning and management control systems. The Group's future growth will depend upon its ability to expand whilst improving exposure to operational, financial and management risk.

Going concern risk

In common with the Going Concern disclosures in the Group financial statements, the Company financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for the foreseeable future, being 12 months from the date of sign-off of these accounts.

The Group and Company use annual budgeting, forecasting and regular performance reviews to assess the longer-term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2020, the Group actively manages its use of cash, particularly marketing and other expenditure.

After consideration of the above, the Directors consider that the continued adoption of the going concern basis is appropriate.

Financial risk management objectives and policies

The Group uses various financial instruments. These include cash and various items, such as trade receivables and trade payables that arise directly from its operations. The numerical disclosures relating to these policies are set out in the notes to the financial statements.

The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. The Group does not currently use derivative products to manage foreign currency or interest rate risks.

The main risks arising from the Group's financial instruments are market risk, currency risk, liquidity risk and credit risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous periods.

Market risk

Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and price risk. In this review interest rate and price risk have been ignored as they are not considered material risks to the business.

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The Group currently has no borrowing arrangements in place and prepares cash flow forecasts which are reviewed at Board meetings to monitor liquidity.

Credit risk

The Group's principal financial assets are bank deposits, cash and trade receivables. The credit risk associated with the bank deposits and cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk arises therefore from the Group's trade receivables. Most of the Group's trade receivables are large mobile network operators or media groups. Whilst historically credit risk has been low management continuously monitors its financial assets and performs credit checks on prospective partners.

Revenues

Revenues in Argentina decreased 25% in Argentine Pesos terms from AR$48m to AR$36m. As a result of the Peso devaluation in the year of 26.9%, the revenues expressed in Sterling show a 42.6% decrease from GBP0.9m to GBP0.5m, equating to 77% of Group revenues.

Revenues in India represented 19.5% of the revenues of the Group. The Indian Rupee remained stable during the last 12 months with a devaluation of 5.4% to the British Pound.

Future developments

In November 2019 the Company announced that it would launch a new data insight and intelligence platform, called Streams, based on licensing of the Krunch Data platform. The Streams business provides bespoke services to the B2B (business to business) market and targets customers in the US, LatAm and Europe. The Streams business secured its first paying client in April 2020, with further clients signed in June 2020. Following the year end, the Company announced the launch of the Streams SaaS ("Software as a Service") platform on 6 July, and since 14 October customers have been able to access the service and pay for it online.

The Board believes that the Streams data offering is the largest opportunity for the Company to deliver growth in shareholder value via newly developed products and services. The main focus for the current year will be growing and developing the product and sales pipeline.

Potential impact of Brexit

The UK's exit from the European Union is unlikely to impact the Group materially at an operational level, as almost all of the Group's revenues are derived from customers based outside the EU.

Section 172 Companies Act disclosure

When making decisions, the Directors of the Company must act in a way they consider, in good faith, is most likely to promote the success of the Company for the benefit of its members as a whole, while also considering the broad range of stakeholders who interact with and are impacted by the business. Throughout the year, while discharging their duties, section 172(1) requires a Director to have regard, amongst other matters, to the:

   --      likely consequences of any decisions in the long term 
   --      interests of the company's employees 
   --      need to foster the company's business relationships with suppliers, customers and others 
   --      impact of the company's operations on the community and environment 

-- desirability of the company maintaining a reputation for high standards of business conduct, and

   --      need to act fairly as between members of the company. 

In discharging their section 172(1) duties, the Directors have had regard to the factors set out above, as well as other factors relevant to the decisions being made. The Board acknowledges that not all decisions made will necessarily result in a positive outcome for all stakeholders, nevertheless the Board aims to ensure that the decisions made are consistent and intended to promote the Company's long-term success.

Examples of how the Directors have engaged with the Company's stakeholders with regard to section 172(1) are detailed below:

Shareholders

The Board aims to build long term shareholder value by pursuing the stated strategy. RNS updates are provided as required, and in addition Directors respond to all queries received from investors, within the necessary regulatory and commercial constraints.

Employees

The Board strives to maintain and develop a culture where all employees feel valued and included. The Board has engaged with employees, within the limits resulting from the Covid-19 pandemic. The company supports the professional and personal development of employees, which are viewed as fundamental to the continued success of the company.

Suppliers, customers and others

The Board recognises that it is crucial that the company delivers a reliable service to its customers. Strong relationships with suppliers are maintained, including by seeking to pay suppliers within their agreed terms wherever possible.

The Board regards compliance will all relevant regulatory frameworks with the upmost importance. As a data and telecommunications business it is essential that the company fully complies with data protection and other regulations across all territories in which it operates. Audit and Compliance functions report to the Board on a regular basis. Training and monitoring are continually developed and open communication between the Board and stakeholders is encouraged.

Community and environment

Mobile Streams is aware of the different environments in which it operates. Furthermore, the company has responded pragmatically to the Covid-19 pandemic, in particular to ensure the safety of our employees and other key stakeholder groups mentioned above.

The Strategic Report was approved by the Board and signed on its behalf by:

Nigel Burton

Chairman

15 December 2020

DIRECTORS' REPORT

Items dealt with in the Strategic Report

-- Business review

-- Principal risks and uncertainties

-- Future developments

The principal activities of the Group are the sale of content for distribution on mobile devices and provision of data insight and intelligence platforms and services. The Company is registered in England and Wales under company number 03696108.

Results and dividends

The trading results and the Group's financial position for the year ended 30 June 2020 are shown in the attached financial statements, and are discussed further in the Strategic Report.

The Directors have not proposed a dividend for this year (2019: GBPNil).

Directors and their interests

The Directors of the Company (the "Board" or the "Directors"), who served during the year, together with their beneficial interests in the ordinary shares of the Group, as at 30 June 2020, are set out below. All Directors served on the Board throughout the year.

 
 Shares held or controlled by Directors 
                                                           Ordinary               Ordinary 
                                                          shares of              shares of 
                                                           GBP0.001               GBP0.001 
                                                               each                   each 
                                                       30 June 2020           30 June 2019 
 Nigel Burton                                             8,849,557                      - 
 Mark Epstein                                                     -                      - 
 Charles Goodfellow                                               -                      - 
 Enrique Benasso (resigned 1 October 2019)                        -                      - 
 S Buckingham (resigned 6 December 2019)                          -             12.385.500 
 P Tomlinson (resigned 2 April 2020)                              -                 40.000 
 J Bill (resigned 26 November 2019)                               -                 10.000 
 

The current Directors of the Company are listed below in the Corporate Governance Statement.

Options

The table below summarises the exercise terms of the various options over ordinary shares of 0.01 pence (2019: 0.20 pence) which have been granted and were still outstanding at 30 June 2020.

 
                        Options                   Options                   Options               Options                Exercise      Earliest   Latest 
                        Held at                   Granted                 exercised               Held at                   price     date from   expiry 
                         1 July                    during                    during               30 June                                 which     date 
                           2019                the period                the period                  2020                           exercisable 
 
                         Number                    Number                    Number                Number                     GBP 
                                                                                                                                                      12 
 E                                                                                                                                      13 June     June 
  Benasso               285,000                         -                         -               285,000                   0.180          2015     2024 
 

The remuneration of the Directors for the year amounted to GBP275k (2019: GBP316k). The remuneration of the highest paid Director was GBP79,000 (2019: GBP253,000).

The remuneration of each of the Directors and Senior Management for the period ended 30 June 2020 is set out below:

 
                                                                                                                                                                   Year                 Year to 
                                                                                                                                                                  to 30                 30 June 
                                                                                                                                                                   June                    2019 
                                                                                                                                                                   2020 
                                Salary              Fees             Benefits          Post employment                 Other            Termination               Total                   Total 
                                                                                              benefits             Long Term               Benefits 
                                                                                                                    benefits 
                               GBP'000           GBP'000              GBP'000                  GBP'000               GBP'000                GBP'000             GBP'000                 GBP'000 
 S 
  Buckingham 
  *                                 44                32                    3                        -                     -                      -                  79                     253 
 M Epstein                          23                 -                    -                        -                     -                      -                  23                       - 
 T 
  Gutteridge 
  (#)                               23                 -                    -                        -                     -                      -                  23                       - 
 A Jamieson 
  (#)                               23                 -                    -                        -                     -                      -                  23                       - 
 C 
  Goodfellow                        23                 -                    -                        -                     -                      -                  23                       - 
 N Burton                           23                 -                    -                        -                     -                      -                  23                       - 
 P Tomlinson 
  *                                  -                31                    -                        -                     -                      -                  31                      25 
 J Bill *                            -                 -                    -                        -                     -                      -                   -                      10 
 E Benasso 
  *                                 50                 -                    -                        -                     -                      -                  50                      28 
 Total                             209                63                    3                        -                     -                      -                 275                     316 
              ========================  ================  ===================  =======================  ====================  =====================  ==================  ====================== 
 

* Resigned during the year

(#) Senior management (non-Board role)

Benefits comprise medical health insurance. All items are considered short term in nature.

The three Directors appointed during the year, namely Nigel Burton, Charles Goodfellow and Mark Epstein and two senior employees Annabel Jamieson and Tom Gutteridge, all agreed to annual remuneration of GBP30,000 each, and also agreed to accept payment for their services in Ordinary Shares, subject to deduction and payment of all necessary taxes, until such time as the Directors are satisfied that the Company is able to make these payments out of operating cashflow. As outlined in the Placing Circular dated 30 March 2020, to defer the cash costs (principally National Insurance and PAYE taxes) to the Company it has been agreed that the issue of these Ordinary Shares will be deferred until the interim results to 31 December 2020 are issued in early 2021, at the Placing Price. The table includes the accrued director's fees for the year corresponding to the period from 26 November 2019 to 30 June 2020.

Going Concern

The financial statements have been prepared on a going concern basis. The Directors acknowledge that there is an uncertainty over the ability of the Group to meet its funding requirements having incurred a net loss for the year of GBP1.6m.

Following the successful placing and Board changes in November 2019, the Directors have reduced costs further, and have launched a new data insight and intelligence platform, called Streams. The Streams business provides bespoke services to the B2B (business to business) market and targets customers in the US, LatAm and Europe. The Streams business secured its first paying client in April 2020, with further clients signed in June 2020. Following the year end, the Company announced the launch of the Streams SaaS ("Software as a Service") platform on 6 July, and since 14 October customers can access the service and pay for it online. The Group's forecasts assume that Streams will represent a growing proportion of revenues.

The Directors have prepared a cashflow forecast which indicates that existing resources are expected to cover the Company's working capital requirements for the foreseeable future.

The Directors believe, that based on these developments and the forecasts and projections prepared, that sufficient liquid resources are available for the Company to continue to operate as a going concern for the foreseeable future, and that the Company will be able to access adequate capital to operate successfully.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Director's Report and the Financial Statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each nancial year. Company law requires the Directors to prepare Group and Company Financial Statements for each financial year. The Directors are required by the AIM Rules of the London Stock Exchange to prepare Group Financial Statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and have elected under company law to prepare the Company Financial Statements in accordance with IFRS as adopted by the EU.

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 and profit or loss of the Company and Group for that period. In preparing these Financial Statements, the Directors are required to:

   --              select suitable accounting policies and then apply them consistently, 
   --              make judgements and estimates that are reasonable and prudent, 

-- state whether applicable UK Accounting Standards and lFRSs have been followed, subject to any material departures disclosed and explained in the nancial statements, and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the Financial Statements, and the Directors' Remuneration Report comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors con rm that:

-- So far as each Director is aware, there is no relevant audit information of which the Group's auditor is unaware, and

-- The Directors have taken all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance with and subject to those provisions.

The Directors are responsible for the maintenance and integrity of the corporate and nancial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Auditor

PKF Littlejohn UK LLP have indicated their willingness to continue in office.

Corporate Governance Statement

The Board is committed to maintaining high standards of corporate governance.

The Company's Corporate Governance Statement, which includes full details of the recognised corporate governance code which the Company complies with and an explanation of any departure from the code, is maintained on its website, as required by AIM rules. The information is reviewed at least once per annum and the website includes the date on which the information was last reviewed. The most recent review has been undertaken during the process of preparing the Annual Report and Financial Statements.

As a company whose shares are traded on AIM, the Board seeks to comply with the Quoted Companies Alliance's Corporate Governance Code ("the QCA Code"). In addition, the Directors have adopted a code of conduct for dealings in the shares of the Company by directors and employees and are committed to maintaining the highest standards of corporate governance. Nigel Burton, in his capacity as Non-Executive Director, has assumed responsibility for ensuring that the Company has appropriate corporate governance standards in place and that these requirements are followed and applied within the Company as a whole. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. A large part of the Company's activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does.

The resignation of Enrique Benasso as a Director was announced in October 2019. In November 2019 the resignation of Jonathan Bill as a Director and the appointment of Nigel Burton, Charles Goodfellow and Mark Epstein to the Board as Directors were announced, at the same time Peter Tomlinson stepped down as Non-Executive Chairman and was replaced by Nigel Burton. The resignation of Simon Buckingham as a Director and CEO was announced in December 2019. Mr. Tomlinson resigned as Director on 2 April 2020.

No other material governance related matters occurred during the financial year ended 30 June 2020.

The Company's Corporate Governance report, which can also be found on the website, follows.

Corporate Governance Report

The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles:

Principle One

Business Model and Strategy

The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the adoption of a single strategy for the Company. The Company will seek to grow its business organically, aided by the JV Agreement with Krunch, and will seek out further complementary partnerships and acquisitions that create enhanced value.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. Investors also have access to current information on the Company though its website, www.mobilestreams.com, and via Mark Epstein, COO who is available to answer investor relations enquiries.

Principle Three

Considering wider stakeholder and social responsibilities

The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. For example, all employees of the Company participate in a structured Company-wide annual assessment process which is designed to ensure that there is an open and confidential dialogue with each person in the Company to help ensure successful two way communication with agreement on goals, targets and aspirations of the employee and the Company. These feedback processes help to ensure that the Company can respond to new issues and opportunities that arise to further the success of employees and the Company. The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.

Principle Four

Risk Management

In addition to its other roles and responsibilities, the Audit and Compliance Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit and Compliance Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have been identified:

 
 Activity     Risk                       Impact                     Control(s) 
             =========================  ========================= 
 Management   Recruitment and            Reduction in operating     Stimulating and 
               retention of key           capability                 safe working environment 
               staff                                                 Balancing salary 
                                                                     with longer term 
                                                                     incentive plans 
===========  =========================  =========================  ========================== 
 Regulatory   Breach of rules            Censure or withdrawal      Strong compliance 
  adherence                               of authorisation           regime instilled 
                                                                     at all levels of 
                                                                     the Company 
===========  =========================  =========================  ========================== 
 Strategic    Damage to reputation       Inability to secure        Effective communications 
               Inadequate disaster        new capital or             with shareholders 
               recovery procedures        clients                    coupled with consistent 
                                          Loss of key operational    messaging to our 
                                          and financial              customers 
                                          data                       Robust compliance 
                                                                     Secure off-site 
                                                                     storage of data 
===========  =========================  =========================  ========================== 
 Financial    Liquidity, market          Inability to continue      Robust capital 
               and credit risk            as going concern           management policies 
               Inappropriate              Reduction in asset         and procedures 
               controls and accounting    values                     Appropriate authority 
               policies                   Incorrect reporting        and investment 
                                          of assets                  levels as set by 
                                                                     Treasury and Investment 
                                                                     Policies 
                                                                     Audit and Compliance 
                                                                     Committee 
===========  =========================  =========================  ========================== 
 

The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the executive directors. However, the Board will continue to monitor the need for an internal audit function. The Board works closely with and has regular ongoing dialogue with the Company financial controller and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

Principle Five

A Well Functioning Board of Directors

As at the date hereof the Board comprised, the COO Mark Epstein and two Non-Executive Directors, Nigel Burton and Charles Goodfellow. Biographical details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than three years. The letters of appointment of all Directors are available for inspection at the Company's registered office during normal business hours.

The Board meets at least eight times per annum. It has established an Audit and Compliance Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee. The Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required. The Board considers that this is appropriate given the Company's current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives. Nigel Burton and Charles Goodfellow are considered to be Independent Directors. Further commentary in relation to the board's assessment of independence is set out within Principle Six below.

The Directors are of a view that the Company does not currently require a separate CFO to be appointed to the board due to the current scale of operations and financial experience of the directors. In particular the Company's non-executive Chairman, Nigel Burton, has significant experience as Chief Financial Officer to a number of private and public companies. The Company's CFO, Enrique Benasso, reports to the board. The Board will continue to monitor this position.

As the Company grows and develops the board will periodically review its corporate governance framework to ensure it remains appropriate for the size, complexity and risk profile of the Company

Attendance at Board and Committee Meetings

The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. To date in the current financial year the Directors have a 100% record of attendance at such meetings. In order to be efficient, the Directors meet formally and informally both in person and by telephone. During the year there were 8 Board meetings, with all directors being present at all meetings. The volume and frequency of such meetings is expected to continue at a similar rate. The Audit and Compliance Committee met three times and the Remuneration Committee, met twice, in each case with all members present.

Principle Six

Appropriate Skills and Experience of the Directors

The Board currently consists of four Directors led by Chairman Nigel Burton and, in addition, the Company has contracted the outsourced services of Pennsec Limited to act as the Company Secretary. The Company believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Director's has experience in public markets. As demonstrated below in the descriptions of each Director, the Board has the necessary commercial, financial and legal skills required for the effective leadership of the Group.

The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.

Each Director undertakes a mixture of formal and informal continuing professional development as necessary to ensure that their skills remain current and relevant to the needs of the Group.

Mr Charles Edouard Goodfellow, Non-Executive Director

Charles Goodfellow has over 30 years' experience in the London capital markets, having worked initially in equity sales and then in corporate finance for various London investment banks and corporate finance specialists. He specialises in assisting smaller companies across a range of sectors in raising growth capital, as well as targeting industry partners capable of taking strategic stakes and control.

Dr Nigel John Burton, Non-Executive Chairman

Following over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries, Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. Nigel is currently a Non-Executive Director of AIM listed companies Digitalbox plc, Corcel plc and eEnergy plc.

Mr Mark Alexander Epstein, Chief Operating Officer

Mark is an experienced CEO, director, entrepreneur, expert in marketing, communications, technology and mobile. Mark is the co-founder of Krunch.ai a next generation insight and intelligence platform, IgniteAMT a digital transformation company and IgniteCAP an incubation and investment business. Mark also co-founded and was CEO on its AIM listing of The People's Operator PLC, a cause-based mobile phone network that had operations the UK and USA. Prior to that Mark co-founded Mass1 which he grew into one of the UK's most successful campaign agencies. He has also held numerous senior management positions in his career.

Dr Burton and Mr Goodfellow are considered to be independent directors of the Company. In coming to this conclusion, the board has taken a number of matters into consideration including:

-- the absence of previous employment or material business relationships with the Company and its Shareholders;

-- that none are party to any performance related share schemes; and service length with the Company.

Principle Seven

Evaluation of Board Performance

The Board has undertaken an internal review of the Board, the Committees and individual Directors, in the form of peer appraisal and discussions, to determine their effectiveness and performance as well as the Directors' continued independence.

The evaluation concluded that the Board demonstrates the appropriate level of skills, knowledge and performance for the size and nature of the Group. The Directors will continue to review the need to strengthen the Board as the Group develops.

Principle Eight

Corporate Culture

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. A large part of the Company's activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

The Board places great import on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. There is frequent dialogue between the Directors and senior management of the principal operating subsidiaries. The Board monitors the corporate culture through a mix of formal and informal feedback, based on which the Board is confident that a healthy culture consistent with the principles adopted exists.

The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors' and employees' dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.

Principle Nine

Maintenance of Governance Structures and Processes

Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the Chairman and Chief Operating Officer arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company's business and primary contact with shareholders has been delegated by the Board to the Chief Executive Officer.

Audit and Compliance Committee

The Audit and Compliance Committee comprises Dr Nigel Burton and Charles Goodfellow and Nigel Burton chairs this committee. The Audit and Compliance Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit and Compliance Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company's auditors.

Remuneration Committee

The Remuneration Committee comprises Nigel Burton and Charles Goodfellow, and Charles Goodfellow chairs this committee. The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company's Remuneration Policy.

Nominations Committee

The Nominations Committee comprises Nigel Burton and Charles Goodfellow, and Nigel Burton chairs this committee.

Non-Executive Directors

The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which have been observed throughout the year. These provide for the orderly and constructive succession and rotation of the Chairman and non-executive directors insofar as both the Chairman and non-executive directors will be appointed for an initial term of three years and may, at the Board's discretion believing it to be in the best interests of the Company, be appointed for subsequent terms. The Chairman may serve as a Non-Executive Director before commencing a first term as Chairman.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.

Principle Ten

Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company responds to all shareholders who contact the Directors, and as a result has positive ongoing relationships with a wide range of shareholders. All shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. The Company also provides shareholder updates whenever appropriate using both regulatory and other channels. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting.

Investors also have access to current information on the Company though its website, www.mobilestreams.com, and via Mark Epstein, COO, who is available to answer investor relations enquiries.

The Company includes, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.

On behalf of the Board

Nigel Burton

Chairman

15 December 2020

REPORT OF THE INDEPENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC

Opinion

We have audited the group financial statements of Mobile Streams Plc (the 'group') for the year ended 30 June 2020 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity and the Consolidated Statements of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the group financial statements:

-- give a true and fair view of the state of the group's affairs as at 30 June 2020 and of its loss for the year then ended;

   --     have been properly prepared in accordance with IFRSs as adopted by the European Union; and 
   --    have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our application of materiality

The group materiality for the financial statements as a whole was set at GBP23,000 (2019: GBP21,000) based on 4% of loss before tax (2019: 1.5% of revenue). Loss before tax was used as the basis for materiality as the Group, following the management change in the year, is diversifying its business model and is therefore in a transitionary phase and revenue is no longer the key driver. Performance materiality was calculated at 70% (GBP16,100) of materiality for the financial statements as a whole as this was a there is still inherent risk within the accounting function of the Group.

We have agreed with those charged with governance that we would report any individual audit difference in excess of GBP1,050 as well as differences below this threshold that, in our view, warranted reporting on qualitative grounds.

An overview of the scope of our audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the group financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors including the valuation of share options. These areas were however not considered to constitute Key Audit Matters. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatements due to fraud. Of the seven reporting components of the Group, a full scope audit was performed on the complete financial information of three components (UK, Argentina and India) and, for the other components, a limited scope review was performed.

The group's key accounting function is based in Argentina and our audit was performed from our office with regular contact with relevant personnel throughout. No component auditors were used in the audit.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 
 Key Audit Matter                           How the scope of our audit responded 
                                             to the key audit matter 
 Going concern (refer to significant 
  accounting policies) 
                                           ================================================================== 
 Based on our planning procedures                We performed the following procedures 
  we have determined there is uncertainty          *    Obtained and critically analysed cash flow forecasts, 
  surrounding going concern for                         management accounts, and budgets from management for 
  the Group. Whilst the cash position                   a period of at least 12 months from the date of 
  of the Group has increased from                       signing the financial statements and challenged 
  fund raising activities in the                        management in relation to assumptions within the 
  year, revenue has fallen by 52%                       forecasts; 
  and the Group's operations are 
  not cash generative. 
                                                   *    Performed sensitivity analysis on the cash flow 
  As a result, there is the risk                        forecast; 
  that it is not appropriate to 
  prepare the financial statements 
  on the going concern basis                       *    Reviewed documents for reasonableness by comparing 
                                                        previous forecasts to actual results; 
 
 
                                                   *    Considered the current available financial headroom 
                                                        with reference to the current cash balances and 
                                                        confirmed existence, legality and enforceability of 
                                                        any financial support arrangements; 
 
 
                                                   *    Reviewed meeting minutes for any references to 
                                                        financial difficulties; 
 
 
                                                   *    Reviewed RNS releases and discuss subsequent events 
                                                        and future plans with management; 
 
 
                                                   *    Considered the impact of COVID-19 on going concern; 
                                                        and 
 
 
                                                   *    Ensured sufficient disclosure of Management's 
                                                        assessment of the impact of COVID-19 and the measures 
                                                        being taken to mitigate the risks its poses. 
                                           ================================================================== 
 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the group financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-- the information given in the strategic report and the directors' report for the financial year for which the group financial statements are prepared is consistent with the group financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

   --     certain disclosures of directors' remuneration specified by law are not made; or 
   --     we have not received all the information and explanations we require for our audit. 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matter

We have reported separately on the parent company financial statements of Mobile Streams Pls for the year ended 30 June 2020.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

15 December 2020

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                              Note            Year ended                   Year ended 
                                                                 30 June                 30 June 2019 
                                                                    2020 
                                                                GBP000's                     GBP000's 
 
 Revenue                                        17                   636                        1,335 
 Cost of sales                                  17                 (473)                        (834) 
-----------------------------------------  -------  --------------------  --------------------------- 
 Gross profit                                   17                   163                          501 
 Selling and marketing costs                    17                     -                        (239) 
 Administrative expenses *                      17                 (773)                        (936) 
-----------------------------------------  -------  --------------------  --------------------------- 
 Operating Loss                                                    (610)                        (674) 
 
 Profit (loss) on derecognition of subsidiaries                    (953)                            - 
 Finance income                                  4                     -                          113 
 Finance expense                                 5                     -                          (4) 
-----------------------------------------  -------  --------------------  --------------------------- 
 Loss before tax                                                 (1,563)                        (565) 
 
 Tax expense                                     9                     -                          151 
                                                    --------------------  --------------------------- 
 Loss for the year                                               (1,563)                        (414) 
=========================================  =======  ====================  =========================== 
 
 Attributable to: 
 Equity shareholders of Mobile Streams 
  plc                                                            (1,563)                        (414) 
==================================================  ====================  =========================== 
 
 
 Earnings per share 
                                                               Pence per              Pence per share 
                                                                   share 
 Basic earnings per share                        8               (0.379)                      (0.368) 
 Diluted earnings per share                      8               (0.379)                      (0.368) 
 

* Administrative expenses include Depreciation, Amortisation and Impairment GBPNil (year ended 30 June 2019: GBP1k); Share Based Compensation GBP3k (year ended 30 June 2019: GBP3k). Other administrative expenses GBP0.8m (year ended 30 June 2019: GBP0.9m).

 
                                                        Year ended            Year ended 
                                                      30 June 2020          30 June 2019 
                                                          GBP000's              GBP000's 
 
 Loss for the year                                         (1,563)                 (414) 
 Amounts which may be reclassified to profit 
  & loss 
 Exchange differences on translating foreign 
  operations                                                   956                 (219) 
 
 Total comprehensive loss for 
  the year                                                   (607)                 (633) 
=============================================  ===================  ==================== 
 
 Total comprehensive loss for the year attributable 
  to: 
 
 Equity shareholders of Mobile 
  Streams plc                                                (607)                 (633) 
=============================================  ===================  ==================== 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                   Year ended              Year ended 
                                                 30 June 2020                 30 June 
                                                                                 2019 
                                 Note                GBP000's                GBP000's 
 
 Assets 
 Current 
 Trade and other receivables       11                     221                     347 
 Cash and cash equivalents         12                   1,340                     115 
------------------------------  -----  ----------------------  ---------------------- 
                                                        1,561                     462 
 
 Total assets                                           1,561                     462 
==============================  =====  ======================  ====================== 
 
 Equity 
 Equity attributable to equity holders of Mobile Streams 
  plc 
 Called up share capital           15                     382                     280 
 Share premium                                         14,126                  12,610 
 Translation reserve                                  (3,050)                 (4,005) 
 Retained earnings                                   (10,463)                 (8,974) 
 Total equity                                             995                    (89) 
==============================  =====  ======================  ====================== 
 
 Current 
 Trade and other payables          13                     566                     551 
 
                                                          566                     551 
 
 Total liabilities                                        566                     551 
==============================  =====  ======================  ====================== 
 
 Total equity and liabilities                           1,561                     462 
==============================  =====  ======================  ====================== 
 

The notes below form part of these financial statements.

The financial statements were approved by the Board of Directors on 15 December 2020 and are signed on its behalf by:

Nigel Burton

Chairman

Consolidated STATEMENT OF CHANGES IN EQUITY

 
                                                                 Equity attributable to equity holders of Mobile Streams plc 
                               Called up     Share premium          Translation              Retained           Total Equity 
                           share capital                                reserve              earnings 
                                GBP000's          GBP000's             GBP000's              GBP000's               GBP000's 
 Balance at 30 
  June 2018                          200            12,550              (3,786)               (8,563)                    401 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Balance at 1 
  July 2018                          200            12,550              (3,786)               (8,563)                    401 
 Credit for 
  share based 
  payments                             -                 -                    -                     3                      3 
 New Equity                           80                60                    -                     -                    140 
 Transactions 
  with owners                         80                60                    -                     3                    143 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Disposal of                           -                 -                    -                     -                      - 
 subsidiary 
 Loss for the 
  12 months 
  ended 30 June 
  2019                                 -                 -                    -                 (414)                  (414) 
 Exchange 
  differences 
  on 
  translating 
  foreign 
  operations                           -                 -                (219)                     -                  (219) 
 Total 
  comprehensive 
  loss for the 
  year                                 -                 -                (219)                 (414)                  (633) 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Balance at 30 
  June 2019                          280            12,610              (4,005)               (8,974)                   (89) 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Balance at 1 
  July 2019                          280            12,610              (4,005)               (8,974)                   (89) 
 
 New Equity                          102             1,516                    -                    73                  1,691 
 Transactions 
  with owners                        102             1,516                    -                    73                  1,691 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Disposal of                           -                 -                    -                     -                      - 
 subsidiary 
 Loss for the 
  12 months 
  ended 30 June 
  2020                                 -                 -                    -               (1,563)                (1,563) 
 
 Exchange 
  differences 
  on 
  translating 
  foreign 
  operations                           -                 -                  956                     -                    956 
 Total 
  comprehensive 
  loss for the 
  year                                 -                 -                  956               (1,563)                  (607) 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 Balance at 30 
  June 2020                          382            14,126              (3,050)              (10,463)                    995 
---------------  -----------------------  ----------------  -------------------  --------------------  --------------------- 
 

consolidated CASH FLOW statement

 
                                                              Year ended                Year ended 
                                                                 30 June                   30 June 
                                                                    2020                      2019 
                                                                GBP000's                  GBP000's 
 Operating activities 
 Loss before taxation                                            (1,563)                     (565) 
 Adjustments: 
 Share based payments                                                  -                         3 
 Depreciation                                                          -                         3 
 Interest received                           4                         -                     (113) 
 Interest paid                               5                         -                         4 
 Changes in trade and other receivables                              126                       557 
 Changes in trade and other payables                                  15                     (859) 
 Loss on foreign exchange                                            953 
 Tax paid                                                              -                      (62) 
 Exchange (losses)                                                    36                     (141) 
 Total cash generated in operating 
  activities                                                       (433)                   (1,173) 
-----------------------------------------  ---  ------------------------  ------------------------ 
 
 Investing activities 
 Additions to property, plant and equipment                            -                         - 
 Interest received                           4                         -                       113 
 Interest paid                               5                         -                       (4) 
 Net Cash generated from investing 
  activities                                                           -                       109 
-----------------------------------------  ---  ------------------------  ------------------------ 
 
 Financing activities 
 Equity fundraise (net of expenses paid)                           1,658                       140 
 Net Cash generated from financing 
  activities                                                       1,658                       140 
-----------------------------------------  ---  ------------------------  ------------------------ 
 
 Net change in cash and cash equivalents                           1,225                     (924) 
 Cash and cash equivalents at beginning 
  of year                                                            115                     1,039 
 
 Cash and cash equivalents, end 
  of year                                   12                     1,340                       115 
-----------------------------------------  ---  ------------------------  ------------------------ 
 
 

No net debt reconciliation has been shown as the Company has no debt.

GROUP ACCOUNTING POLICIES

Mobile Streams plc (the Company) and its subsidiaries (together 'the Group') sell digital content, primarily for distribution on mobile devices. The Group has subsidiaries in Europe, Asia, North America and Latin America. The Group has made various strategic acquisitions to build its market share in these regions.

The Company is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 125 Wood Street, London, EC2V 7AW.

The Company is listed on the London Stock Exchange's Alternative Investment Market.

These consolidated financial statements were approved for issue by the Board of Directors on 15 December 2020.

Summary of significant accounting policies

Basis of preparation

The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn up to 30 June 2020. They have been prepared in accordance with applicable International Financial Reporting Standards as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. All references to IFRS in these statements refer to IFRS as adopted by the EU.

The financial statements have been prepared under the historical cost convention.

Consolidation

Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control is lost.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.

The separate financial statements and related notes of the Company are prepared in accordance with FRS 101.

Foreign currency translation

(a) Presentational currency

The consolidated and parent company financial statements are presented in British pounds. The functional currency of the parent entity is also British pounds.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date the transaction occurs. Any exchange gains or losses resulting from these transactions and the translation of monetary assets and liabilities at the consolidated statement of financial position date are recognised in the consolidated income statement, except to the extent that a monetary asset or liability represents a net investment in a subsidiary when exchange differences arising on translation are recognised in equity within the translation reserve. Amount due from or to subsidiaries are treated as part of net investment in the subsidiary when settlement is neither planned nor likely to occur in the foreseeable future. Upon settlement, amounts that have arisen are taken directly to profit or loss.

Foreign currency balances are translated at the year-end using exchange rate prevailing at the year-end.

(c) Group companies

The financial results and position of all group entities that have a functional currency different from the presentation currency of the Group are translated into the presentation currency as follows:

i assets and liabilities for each consolidated statement of financial position are translated at the closing exchange rate at the date of the consolidated statement of financial position.

ii income and expenses for each consolidated income statement are translated at average exchange rates (unless it is not a reasonable approximation to the exchange rate at the date of transaction).

iii all resulting exchange differences are recognised as a separate component of equity (cumulative translation reserve).

Hyper-inflationary currencies

The Argentinian economy is designated as a hyper-inflationary. The financial statements of the Argentinian subsidiary are stated in terms of the purchasing power at the end of the reporting period through the selection of a general price index before translation into the Group's presentation currency being GBP.

Going Concern

The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for the foreseeable future, being 12 months from the date of sign-off of these accounts.

The Group uses annual budgeting, forecasting and regular performance reviews to assess the longer-term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2020, the Group actively manages its use of cash, particularly marketing and other expenditure. Post year-end and following the change in Directors the Group raised funds through the issue of new equity.

After consideration of the above the Directors consider that the continued adoption of the going concern basis is appropriate.

New standards and interpretations not yet adopted

At the date of approval of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not been adopted by the EU):

- Amendments to References to Conceptual Framework in IFRS Standards - effective from 1 January 2020

   -       Definition of Material (Amendments to IAS 1 and IAS 8) - effective from 1 January 2020 
   -       Amendment to IFRS 3 Business Combinations - effective 1 January 2020* 

- Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current - effective 1 January 2022*

*subject to EU endorsement

The effect of all other new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.

Taxation

Current tax is the tax currently payable based on taxable profit for the year.

Deferred income tax is provided, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.

Deferred income tax is determined using tax rates known by the consolidated statement of financial position date and that are expected to apply when the deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax liabilities are provided in full. There is no discounting of assets or liabilities.

Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the consolidated income statement, except where they relate to items that are charged or credited directly to equity or other comprehensive income, in which case the related deferred tax is also charged or credited directly to equity or other comprehensive income.

Provisions

Provisions, including those for legal claims, are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the consolidated statement of financial position date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

Financial Assets

   a)    Classification 

The Group classifies its financial assets as receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Receivables

Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the Statement of Financial Position date. These are classified as non-current assets. The Group's receivables comprise trade and other receivables and cash and cash equivalents in the Statement of Financial Position.

   b)    Recognition and Measurement 

Financial assets are initially measured at fair value plus transactions costs. Receivables are subsequently carried at amortised cost using the effective interest method, except for short term receivables.

   c)     Impairment of Financial Assets 

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

   --              significant financial difficulty of the issuer or obligor; 

-- a breach of contract, such as a default or delinquency in interest or principal repayments;

   --              the disappearance of an active market for that financial asset because of financial difficulties; 

-- observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio; or

-- for assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost.

Assets carried at amortised cost

The amount of impairment is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in the Statement of Comprehensive Income. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Statement of Comprehensive Income.

Financial Liabilities

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are initially measured at fair value, net of transactions costs. They are subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the Group or Company's contractual obligations expire, are cancelled or are discharged. The Group's financial liabilities consist of trade and other payables.

Cash and Cash Equivalents

For the purpose of the cash flow statements, cash and bank overdrafts comprise cash at bank and in hand.

Revenue recognition

Under IFRS 15, Revenue from Contracts with Customers, five key points to recognise revenue have been assessed:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contracts;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, and specific criteria have been met for each of the Group's activities, as described below.

The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period, these are deferred and recognised under 'deferred revenue' on the Statement of Financial Position.

Share based payments

Employees (including Directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions'). Service providers also may receive settlement for their services in the form of share-based payments.

The Group has applied the requirements of IFRS 2 Share-Based Payments to all grants of equity instruments.

The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity instruments granted. The fair value is determined by using the Black-Scholes model. The cost of services provided to the Company settled by share-based payments are either fair valued in same manner as those for employees or, if available, by reference to the cash equivalent of those services.

The cost of equity-settled transactions is recognised in the consolidated income statement, together with a corresponding increase in retained earnings, over the periods in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date'). At each consolidated statement of financial position date before vesting the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. Market conditions are taken into account in determining the fair value of the options granted, at grant date, and are subsequently not adjusted for. The movement in cumulative expense since the previous consolidated statement of financial position date is recognised in the consolidated income statement, with a corresponding entry in equity.

No expense or increase in equity is recognised for awards that do not ultimately vest. Awards where vesting is conditional upon a market condition are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are charged to the share premium account.

Operating leases are leases in which the risks and rewards of ownership are not transferred to the lessee.

Equity balances

a) Called up share capital

Called up share capital represents the aggregate nominal value of ordinary shares in issue.

b) Share premium

The share premium account represents the incremental paid up capital above the nominal value of ordinary shares issued.

c) Translation Reserve

The translation reserve represents the cumulative translation adjustments on translation of foreign operations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Critical accounting estimates and judgements

Estimates and judgements are evaluated on a regular basis and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances.

1.1 Critical accounting estimates, judgements and assumptions

The directors of the group have determined that there are no critical accounting estimates, judgements and assumptions associated with the group's activities.

2. Services provided by the group's auditor

The Group (including its overseas subsidiaries) obtained the following services from the Group's auditor and network firms:

 
 
                                                     Year ended        Year ended 
                                                           2020              2019 
                                                       GBP000's          GBP000's 
 
 Fees payable to the Company's auditor and its 
 associates for the audit of the parent company 
 and consolidated accounts                                   82                42 
 Non-Audit services: 
 Fees payable to the Company's auditor and its 
  associates for other services:                              -                 3 
 Tax compliance 
                                                             82                45 
                                                    ===========  ================ 
 
 

3. Operating loss

 
 Operating loss is stated after charging the following              Year ended           Year ended 
 items:                                                                   2020                 2019 
                                                                      GBP000's             GBP000's 
 
 Depreciation                                                                -                    3 
 Loss on foreign currency                                                   55                (117) 
                                                                            55                (114) 
                                                          ====================  =================== 
 

4. Finance income

 
                                Year ended       Year ended 
                                      2020             2019 
                                  GBP000's         GBP000's 
 
 Interest receivable                     -              113 
                                         -              113 
  ========================================  =============== 
 

5. Finance EXPENSE

 
 
                                 2020               2019 
                             GBP000's           GBP000's 
 
 Interest expense                   -                (4) 
                    -----------------  ----------------- 
                                    -                (4) 
                    =================  ================= 
 

6. Directors' and Officers' remuneration

The Directors are regarded as the key management personnel of Mobile Streams plc. Charges in relation to remuneration received by key management personnel for services in all capacities during the year ended 30 June 2020 are detailed in the Directors Report below.

7. Directors and employees

Staff costs including Directors during the year were as follows:

 
 
                                                         2020               2019 
                                                     GBP000's           GBP000's 
 
 Wages and salaries                                       356                892 
 Social security costs                                      6                 51 
                                                          362                943 
                         ====================================  ================= 
 

The average number of employees during the year was as follows:

 
                    Year ended        Year ended 
                          2020              2019 
                        Number            Number 
 
 Management                  4                 8 
 Administration              -                 1 
                   -----------  ---------------- 
                             4                 9 
                   ===========  ================ 
 

8. EARNINGS PER SHARE ('EPS')

Basic earnings per share is calculated by dividing the loss or profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. For the year ended 30 June 2020, 4m (2019: 4m) options over ordinary shares have been excluded from the calculations of earnings per share; the options were non-dilutive in both years as the company was loss-making.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.

The adjusted EPS figures have been calculated to reflect the underlying profitability of the business by excluding non-cash charges for depreciation, amortisation, impairments and share compensation charges.

 
                                                                Year ended                       Year ended 
                                                                      2020                             2019 
                                                                 Pence per                        Pence per 
                                                                     share                            share 
 
 Basic loss per share                                              (0.379)                          (0.368) 
 Diluted loss per share                                            (0.379)                          (0.368) 
 
 
 
 Reconciliations of the earnings and weighted average number of shares 
  used in the calculations are set out below. 
                                                                      2020                             2019 
                                                                  GBP000's                         GBP000's 
 
 Loss for the year                                                 (1,563)                            (414) 
                                           ===============================  =============================== 
 
 For adjusted earnings per share                                  GBP000's                         GBP000's 
 
 Loss for the year                                                 (1,563)                            (414) 
 
 Add back: share compensation expense                                    3                                3 
 Add back: depreciation and amortisation                                 -                                3 
 Adjusted loss for the year                                        (1,560)                            (408) 
                                           ===============================  =============================== 
 
 
 Weighted average number of shares 
 
                                                                 Number of                        Number of 
                                                                    shares                           shares 
 
 For basic earnings per share                                  411,881,204                      112,588,149 
 Exercisable share options                                               -                                - 
 For diluted earnings per share                                411,881,204                      112,588,149 
                                           -------------------------------  ------------------------------- 
 
                                                                 Pence per                        Pence per 
                                                                     share                            share 
 
 Adjusted Loss per share                                           (0.379)                          (0.362) 
 Adjusted diluted Loss per share                                   (0.379)                          (0.362) 
 

9. income tax

The tax (credit)/charge is based on the profit before tax for the year and represents:

 
                                                                   2020                2019 
 
                                                                GBP'000             GBP'000 
 Foreign tax on profits of the period                                 -               (225) 
                                                   --------------------  ------------------ 
 Total current tax                                                    -               (225) 
 
 Deferred tax: 
 
 Origination & reversal of timing differences: 
  (Deferred tax charge/(credit) (Note 17))                            -                  74 
 
 Total Deferred tax                                                   -                  74 
                                                   --------------------  ------------------ 
 Total Tax benefit                                                    -               (151) 
                                                   --------------------  ------------------ 
 
                                                                   2020                2019 
 
 Factors affecting the tax charge for the period                GBP'000             GBP'000 
                                                   -------------------- 
 Loss on ordinary activities before tax                         (1,563)               (565) 
                                                   --------------------  ------------------ 
 Loss multiplied by weighted average tax rate 
  applicable 
 of corporation tax in the United Kingdom of 
  19%                                                             (297)               (107) 
 
 Adjustment in respect of prior years - foreign 
  tax                                                                 -               (225) 
 Prior year tax adjustments - deferred tax                            -                  74 
 Deferred tax not recognized                                        297                 107 
                                                                         ------------------ 
 Tax credit                                                           -               (151) 
                                                   --------------------  ------------------ 
 

10. DIVIDS

No dividends were paid or proposed during the current year or prior year.

11. Trade and other receivables

 
                                    2019               2019 
                                GBP000's           GBP000's 
 
 Trade receivables                    30                 63 
 Accrued receivables                  11                 57 
 Other debtors                       180                227 
                                     221                347 
                       =================  ================= 
 

The carrying value of receivables is considered a reasonable approximation of fair value.

In addition, some of the unimpaired trade receivables are overdue as at the reporting date. The age profile of trade receivables is as follows:

 
                                                       2020                2019 
                                                   GBP000's            GBP000's 
 
 Within terms 
 Not more than 30 days                                   12                  58 
 Overdue 
 Not more than 3 months                                  16                  62 
 More than 3 months but not more than 6 
  months                                                  -                   8 
 More than 6 months but not more than 1 
  year                                                    2                  23 
 More than 1 year                                        29                 244 
 Provision for doubtful debts                          (29)                (49) 
                                                         30                 347 
                                          =================  ================== 
 
 
                                                     2020               2019 
                                                 GBP000's           GBP000's 
 
 Opening provision for doubtful debts                  49                157 
 Change in provision during the year                 (20)              (108) 
 Closing provision for doubtful debts                  29                 49 
                                        =================  ================= 
 

Trade and other receivables that are not impaired are considered to be collectible within the Group's payment terms, negotiated with each customer.

12. Cash and cash equivalents

Cash and cash equivalents include the following components:

 
                                                   2020              2019 
                                               GBP000's          GBP000's 
 
 Argentina's cash at bank and in hand                52                67 
 Other companies                                  1,288                48 
 
 Cash at bank and in hand                         1,340               115 
                                        ===============  ================ 
 

13. Trade and other payables

 
                                              2020              2019 
                                          GBP000's          GBP000's 
 
 Trade payables                                317               271 
 Other payables                                 59               119 
 Accruals and deferred income                  190               161 
                                               566               551 
                                ==================  ================ 
 

All amounts are current. The carrying values are considered to be a reasonable approximation of fair value.

14. Deferred TAX ASSETS AND liabilities

 
                            Balance            Recognised               Balance            Recognised           Translation    Balance 
                            30 June       in consolidated               30 June       in consolidated            Adjustment    30 June 
                               2018      income statement                  2019                income                             2020 
                                                                                            statement 
                           GBP000's              GBP000's              GBP000's              GBP000's              GBP000's   GBP000's 
 Deferred tax 
  asset: 
  - Expenses 
   accrued                       13                  (13)                     -                     -                     -          - 
  - Royalties                    20                  (20)                     -                     -                     -          - 
  - Bonus                         -                     -                     -                     -                     -          - 
  provisions 
  - Others                       41                  (41)                     -                     -                     -          - 
               --------------------  --------------------  --------------------  --------------------  -------------------- 
 Deferred tax 
  asset                          74                  (74)                     -                     -                     -          - 
               ====================  ====================  ====================  ====================  ====================  ========= 
 

The deferred tax asset credit was reversed due to uncertainty over the timing of future taxable profits. The balance in the prior year resulted from unpaid intercompany balances in Argentina, which were completely written-off during the year to 30 June 2020.

15. SHARE CAPITAL

The Company only has one class of share. The total number of shares in issue as at 30 June 2020 was 1,148,574,804 with a par value of 0.01 pence per share (30 June 2019: 140,752,533 with a par value of 0.20 pence per share). All issued shares are fully paid.

The Group's main source of capital is the parent company's equity shares. The policy which is met by the Group is to retain sufficient authorised share capital so as to be able to issue further shares to fund acquisitions, settle share-based transactions and raise new funds. Share based payments relate to employee share options schemes. The schemes have restrictions on headroom so as not to dilute the value of issued shares of the Company. The Group has not raised debt financing in the past and does not expect to do so in the future.

 
 Allotted, called up and fully paid               Year ended              Year ended 
                                                        2020                    2019 
 
 In issue at 1 July                              140,752,533             100,752,533 
 Issued during year                            1,007,822,271              40,000,000 
 In issue at 30 June                           1,148,574,804             140,752,533 
 

The balance in the share premium account represents the proceeds received above the nominal value on the issue of the Company's equity share capital.

In November 2019, the Group issued 249,738,938 shares at a value of 0.113 pence per share. In April 2020, the Group issued 98,437,500 shares at a value of 0.08 pence per share. In May 2020, the Group issued 182,812,500 shares at a value of 0.08 pence per share, and 333,333,333 shares at a value of 0.3 pence per share, and 143,500,000 shares at a value of 0.2 pence per share.

The Group's source of capital is the parent company's equity shares. The Group has not raised debt financing in the past and does not expect to do so in the future.

The total number of shares in issue as at 30 June 2020 was 1,148,574,804 (30 June 2019: 140,752,533) with a par value of 0.01 pence per share (2019: 0.2 pence per share). All issued shares are fully paid.

In November 2019, shareholders approved the proposal to sub-divide the entire existing share capital, both issued and to be issued, consisting of ordinary shares of 0.2 pence nominal value each, into ordinary Shares of 0.01 pence nominal value each and deferred shares of 0.19 pence nominal value each, thus enabling the company to lawfully implement the placing at the issue price.

Each new ordinary share resulting from the share reorganisation had the same rights (including voting and dividend rights and rights on a return of capital) as each existing ordinary share except that they have a nominal value of 0.01 pence each.

The deferred shares have very limited rights which are deferred to the ordinary shares and will effectively carry no value as a result. Accordingly, the holders of the deferred shares are not entitled (unless they also hold ordinary shares) to receive notice of, attend or vote at general meetings of the Company, nor be entitled to receive any dividends or any payment on a return of capital until at least GBP10,000,000 has been paid on each ordinary share.

The share premium recognised during the year was GBP1,516,000. This premium corresponds to the difference between the nominal value at the time of the share issue and the corresponding proceeds of the share issue.

16. Share-based payments

The Group operates three share option incentive plans - an Enterprise Management Incentive Scheme, a Global Share Option Plan and an ISO Sub Plan - in order to attract and retain key staff. The remuneration committee can grant options over shares in the Company to employees of the Group. Options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant and are equity settled, the contractual life of an option is 10 years. Exercise of an option is subject to continued employment. Options are valued at the date of grant using the Black-Scholes option pricing model. The options detailed below do not include the warrants issued by the Company.

 
                  2020                                             2019 
 Range of     Weighted           Number      Weighted          Weighted            Number                   Weighted 
  exercise     average        of Shares       average           average         of Shares                    average 
  prices      exercise          (000's)     remaining          exercise           (000's)                  remaining 
                 price                           life       price (GBP)                                life (years): 
                 (GBP)                       (years): 
                                         ------------                                      ------------------------- 
                                          Contractual                                                    Contractual 
 
 GBP0 - 
  GBP0.50        0.282            1,014           2.3             0.282             1,014                        3.3 
 
 GBP0.51 
  - 
  GBP1.00        0.640            3,487           1.1             0.640             3,487                        2.1 
 

No share options were exercised during the year ended 30 June 2020 (2019: Nil).

The total charge for the year relating to employee share-based payment plans was GBP3k (2019: GBP3k), all of which related to equity-settled share-based payment transactions.

17. Segment reporting

As at 30 June 2020, the Group was organised into 4 geographical segments: Europe, North America, Latin American, and Asia Pacific. The operating segments are organised, managed and reported to the Board of Directors. Revenues are from external customers only and generated from three principal business activities: the sale of mobile content through Multi-National Organisation's (Mobile Operator Services), the sale of mobile content over the internet (Mobile Internet Services), and the provision of data insight and intelligence platforms and services (Other Service Fees).

All operations are continuing and all inter-segment transactions are priced and carried out at arm's length.

 
 GBP000's                     Europe         Asia Pacific           North America            Latin      Consol            Group 
                                                                                           America 
 Mobile Operator 
  Services                         -                  124                       4              502           -              630 
 Mobile Internet                   -                                            -                -           -                - 
 Services 
 Other Service 
  fees                             6                    -                       -                -           -                6 
----------------  ------------------  -------------------  ----------------------  ---------------  ----------  --------------- 
 Total Revenue                     6                  124                       4              502           -              636 
 
 Cost of sales                     -                 (27)                       -            (446)           -            (473) 
----------------  ------------------  -------------------  ----------------------  ---------------  ----------  --------------- 
 Gross profit                      6                   97                       4               56           -              163 
 Selling, 
  marketing and 
  administration 
  expenses                     (595)                  (2)                    (23)            (153)           -            (773) 
 
 Trading EBITDA*               (589)                   95                    (19)             (97)           -            (610) 
----------------  ------------------  -------------------  ----------------------  ---------------  ----------  --------------- 
 Depreciation,                     -                    -                       -                -                            - 
 amortisation 
 and impairment 
 Share based                       -                    -                       -                -           -                - 
 compensation 
 Profit (loss) 
  for 
  derecognition 
  of 
  subsidiaries                     -                (177)                   (818)               42                        (953) 
 Finance income                    -                    -                       -                -                            - 
 Finance expense                   -                    -                       -                -           -                - 
----------------  ------------------  -------------------  ----------------------  ---------------  ----------  --------------- 
 Loss before tax               (589)                 (82)                   (837)             (55)           -          (1,563) 
 Taxation                          -                    -                       -                -           -                - 
 Loss after tax                (589)                 (82)                   (837)             (55)           -          (1,563) 
================  ==================  ===================  ======================  ===============  ==========  =============== 
 
 Segmental 
  assets                       1,299                   51                       1              210           -            1,561 
 Segmental 
  liabilities                    349                   45                       5              167           -              566 
 

The segmental results for the year ended 30 June 2019 were as follows:

 
 GBP000's                     Europe         Asia Pacific           North America            Latin           Consol           Group 
                                                                                           America 
 Mobile Operator 
  Services                         3                    -                       9                -                -              12 
 Mobile Internet 
  Services                         -                  423                       -              900                -           1,323 
 
 Total Revenue                     3                  423                       9              900                -           1,335 
 Cost of sales                     -                (173)                     (3)            (658)                -           (834) 
----------------  ------------------  -------------------  ----------------------  ---------------  ---------------  -------------- 
 Gross profit                      3                  250                       6              242                -             501 
 Selling, 
  marketing and 
  administration 
  expenses                     1,152                  409                 (1,098)          (1,630)                -         (1,167) 
 Trading EBITDA*               1,155                  659                 (1,092)          (1,388)                -           (666) 
----------------  ------------------  -------------------  ----------------------  ---------------  ---------------  -------------- 
 Depreciation, 
  amortisation 
  and impairment                   -                    -                       -              (3)                              (3) 
 Share based 
  compensation                   (5)                    -                       -                -                -             (5) 
 Finance income                    -                    -                       -              113                              113 
 Finance expense                (38)                    -                      35              (1)                -             (4) 
----------------  ------------------  -------------------  ----------------------  ---------------  ---------------  -------------- 
 Loss before tax               1,112                  659                 (1,057)          (1,279)                -           (565) 
 Taxation                          -                    -                       -              151                -             151 
 Loss after tax                1,112                  659                 (1,057)          (1,128)                -           (414) 
================  ==================  ===================  ======================  ===============  ===============  ============== 
 
 
   Segmental 
   assets                         34                   27                      18              383                -             462 
 Segmental 
  liabilities                    187                  117                       3              244                -             551 
 

* Earnings before interest, tax, depreciation, amortization, impairments of assets and share compensation

The totals presented in the Group's operating region segments reconcile to the Group's key financial figures as presented in its financial statements as follows:

 
                                                 2020                   2019 
                                             GBP000's               GBP000's 
 Segment revenues 
 Total segment revenues                           636                  1,335 
 Group's revenues                                 636                  1,335 
                                ---------------------  --------------------- 
 
 Segment results 
 Total segment Loss after tax                 (1,563)                  (414) 
 Group's Loss after tax                       (1,563)                  (414) 
                                ---------------------  --------------------- 
 
 Segment assets 
 Total segment assets                           1,561                    462 
 Consolidation eliminations                         -                      - 
 Group's assets                                 1,561                    462 
                                ---------------------  --------------------- 
 
 Segment liabilities 
 Total segment liabilities                        566                    551 
 Consolidation eliminations                         -                      - 
 Group's liabilities                              566                    551 
                                ---------------------  --------------------- 
 

Revenue in Argentina represents 77% of the total revenue of the Group (2019: 65%); then India 19.5% (2019: 31%), Mexico 2.3% (2019: 3.1%) and the rest of the companies 1.2%. One main customer in Argentina comprises 77% of total Group revenue (2019: 65%).

18. Capital commitments

The Group has no capital commitments as at 30 June 2020 (30 June 2019: GBP Nil).

19. Related party transactions

Key Management

The only related party transactions that occurred during the year were the remuneration of senior management disclosed in the Remuneration Committee Report.

Related Parties

During the year the Company made payments of GBP70,000 to Krunch Data Limited ("Krunch"), a company in which Mark Epstein (Board member) has a beneficial interest. These payments were made in accordance with the joint venture agreement dated 22 November 2019 (the "JV Agreement"), as described in the Circular dated 6 November 2019. In November 2020 it was agreed to extend the initial revenue split arrangements in the JV Agreement (whereby the Company retains 100% of revenues) until the end of 2021. Under the JV agreement, MOS will also continue to pay Krunch client set up costs and the costs of data clean-up and agreed software development at cost.

20. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to currency and liquidity risk, which result from both its operating and investing activities. The Group's risk management is coordinated in close co-operation with the Board and focuses on actively securing the Group's short to medium term cash flows by minimising the exposure to financial markets. The most significant financial risks to which the Group is exposed are described below. Also refer to the accounting policies.

Foreign currency risk

The Group is exposed to transaction foreign exchange risk. The currencies where the Group is most exposed to volatility are Argentine Peso, Mexican Peso and Indian Rupee.

Currently no hedging instruments are used. The Company will continue to review its currency risk position as the overall business profile changes.

Foreign currency denominated financial assets and liabilities, which are all short-term in nature and translated into local currency at the closing rate, are as follows.

 
                                                       2020                                                               2019 
                                                       000's                                                              000's 
                          USD              AUS                 ARS        Other                 USD              AUS           ARS          Other 
 Nominal                  GBP              GBP                 GBP          GBP                 GBP              GBP           GBP            GBP 
 amounts 
 
 Financial 
  assets                    1                -                 200           61                  18                -           366             44 
 Financial 
  liabilities             (5)                -               (123)         (89)                 (3)                -         (190)          (171) 
 Short-term 
  exposure                (4)                -                  77         (28)                  15                -           176          (127) 
               --------------  ---------------  ------------------  -----------  ------------------  ---------------  ------------  ------------- 
 

Percentage movements for the period in the exchange rates for the British Pound to US Dollar, Australian Dollar and Argentine Peso are below. These percentages have been determined based on the average exchange rates during the period.

 
                    2020   2019 
 US Dollar            4%     4% 
 Argentine Peso     -27%   -31% 
 

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. Management prepares cash flow forecasts which are reviewed at Board meetings to ensure liquidity. The Group has no borrowing arrangements.

As at 30 June 2020, the Group's financial liabilities were all current and have contractual maturities as follows:

 
 30 June 2020                Within 6 months     6 to 12 months 
                                    GBP000's           GBP000's 
 Trade and other                         566                  - 
  payables 
 

The maturity of the Group's financial liabilities, which were all current at the previous year end, was as follows:

 
                                                   Within 6 months         6 to 12 months 
                                                        GBP000's               GBP000's 
 Trade and other                                             390                      - 
  payables 
 
 
 

Capital Management Disclosures

Management assesses the Group's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group could issue new shares.

The Group considers its capital to comprise the following:

 
                                                      2020                   2019 
                                                  GBP000's               GBP000's 
 Ordinary Share capital                                382                    280 
 Share premium                                      14,126                 12,610 
 translation reserve                               (3,050)                (4,005) 
 Retained earnings                                (10,463)                (8,974) 
                                                       995                   (89) 
                           ===============================  ===================== 
 

21. FINANCIAL INSTRUMENTS

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.

The tables below set out the Group's accounting classification of each class of its financial assets and liabilities.

 
                                             2020                 2019 
                                         GBP000's             GBP000's 
 Financial Assets 
 Accrued Receivables                           11                   57 
 Trade receivables                             28                   63 
 Cash and Cash equivalents                  1,340                  115 
 Total                                      1,379                  235 
                             --------------------  ------------------- 
 
 Financial Liabilities 
 Trade Creditors                            (317)                (271) 
 Accrued content costs                       (63)                 (91) 
 Other Accrued liabilities                  (127)                 (70) 
 Total                                      (507)                (432) 
                             --------------------  ------------------- 
 

All of the above financial assets' carrying values are approximate to their fair values, as at 30 June 2020 and 2019.

In the view of management, all of the above financial liabilities' carrying values approximate to their fair values as at 30 June 2020 and 2019.

22. ULTIMATE CONTROLLING PARTY

The Directors do not consider there to be an ultimate controlling party due to the composition of the share register.

23. EVENTS AFTER THE REPORTING DATE

The Directors have considered the impact of the Covid-19 pandemic on the business, and at the time of writing revenues have not been affected. All our staff work from home, and the online nature of the existing business, both in terms of content delivery and revenue collection, means that we do not envisage any disruption to the business unless a prolonged economic downturn results in a rise in cancellations. Marketing of the Streams Data platform is also largely remote, although in the short term demand could be affected as clients themselves respond to the ongoing situation.

Opinion

We have audited the financial statements of Mobile Streams Plc (the 'parent company') for the year ended 30 June 2020 which comprise the parent company Statement of Financial Position, the parent company Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the parent company financial statements:

-- give a true and fair view of the state of the parent company's affairs as at 30 June 2020;

-- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

   --              have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Our application of materiality

The company materiality for the financial statements as a whole was set at GBP21,445 (2019: GBP18,000). Loss before tax was used as the basis for materiality as the Group, following the management change in the year, is diversifying its business model and is therefore in a transitionary phase and revenue is no longer the key driver. Performance materiality was calculated at 70% (GBP15,015) of materiality for the financial statements as a whole.

We have agreed with those charged with governance that we would report any individual audit difference in excess of GBP1,072 (2019: GBP900) as well as differences below this threshold that, in our view, warranted reporting on qualitative grounds.

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC

An overview of the scope of our audit

In designing our audit, we determined materiality and assessed the risk of material misstatement in the group financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors. These areas were however not considered to constitute Key Audit Matters. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatements due to fraud.

Key audit matters

 
 Key Audit Matter                           How the scope of our audit responded 
                                             to the key audit matter 
 Going concern (refer to significant 
  accounting policies) 
                                           ================================================================== 
 Based on our planning procedures                We performed the following procedures 
  we have determined there is uncertainty          *    Obtained and critically analysed cash flow forecasts, 
  surrounding going concern for                         management accounts, and budgets from management for 
  the Company. Whilst the cash                          a period of at least 12 months from the date of 
  position of the Group has increased                   signing the financial statements and challenged 
  from fund raising activities                          management in relation to assumptions within the 
  in the year, revenue has fallen                       forecasts; 
  by 52% and the Group's operations 
  are not cash generative. The 
  Company is reliant on the underlying             *    Performed sensitivity analysis on the cash flow 
  performance of its subsidiaries                       forecast; 
  to continue as a going concern. 
  As a result, there is the risk 
  that it is not appropriate to                    *    Reviewed documents for reasonableness by comparing 
  prepare the financial statements                      previous forecasts to actual results; 
  on the going concern basis 
 
                                                   *    Considered the current available financial headroom 
                                                        with reference to the current cash balances and 
                                                        confirmed existence, legality and enforceability of 
                                                        any financial support arrangements; 
 
 
                                                   *    Reviewed meeting minutes for any references to 
                                                        financial difficulties; 
 
 
                                                   *    Reviewed RNS releases and discuss subsequent events 
                                                        and future plans with management; 
 
 
                                                   *    Considered the impact of COVID-19 on going concern; 
                                                        and 
 
 
                                                   *    Ensured sufficient disclosure of Management's 
                                                        assessment of the impact of COVID-19 and the measures 
                                                        being taken to mitigate the risks its poses. 
                                           ================================================================== 
 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-- the information given in the strategic report and the directors' report for the financial year for which the parent company financial statements are prepared is consistent with the parent company financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the parent company financial statements are not in agreement with the accounting records and returns; or

   --              certain disclosures of directors' remuneration specified by law are not made; or 
   --              we have not received all the information and explanations we require for our audit. 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.This description forms part of our auditor's report.

Other matter

We have reported separately on the group financial statements of Mobile Streams Plc for the year ended 30 June 2020.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor

London E14 4HD

15 December 2020

COMPANY STATEMENT OF FINANCIAL POSITION

 
                                                                           30 June 2020                 30 June 
                                                                                                           2019 
                                                                               GBP000's                GBP000's 
 Fixed assets 
 
 Investments in subsidiaries                                  1                       -                       - 
----------------------------------------   --------------------  ----------------------  ---------------------- 
 Total fixed assets                                                                   -                       - 
 
 Current assets 
 
 Debtors                                                      2                      40                      24 
 Cash and cash equivalents                                                        1,259                      10 
----------------------------------------   --------------------  ----------------------  ---------------------- 
 Total current 
  assets                                                                          1,299                      34 
 
 Creditors: amounts falling due within 
  one year                                                    3                   (349)                   (187) 
-----------------------------------------  --------------------  ----------------------  ---------------------- 
 Current Liabilities                                                              (349)                   (187) 
 
 (Net Liabilities) / Net 
  assets                                                                            950                   (153) 
========================================   ====================  ======================  ====================== 
 
 Capital and reserves 
 Called up share capital                                      4                     382                     280 
 Share premium                                                5                  14,126                  12,610 
 Profit and loss 
  account                                                                      (13,558)                (13,043) 
 Shareholders deficit / Shareholders 
  funds                                                                             950                   (153) 
-----------------------------------------  --------------------  ----------------------  ---------------------- 
 

The parent Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own Statement of Comprehensive Income account in these financial statements. The parent Company's recognised loss for the year ended 30 June 2020 was GBP588k.

The notes below form part of these financial statements.

The financial statements were approved by the Board of Directors on 15 December 2020.

Nigel Burton

Chairman

company STATEMENT OF CHANGES IN EQUITY

 
                                             For the year ended 30 June 2020 
                                     Share                            Share                            Profit 
                                   capital                          premium                          and loss 
                                   account                          account                           account                             Total 
                                    GBP000                           GBP000                            GBP000                            GBP000 
 At 1 
  July1 
  2018                                 200                           12,550                          (14,477)                           (1,727) 
 New 
  equity 
  issue                                 80                               60                                 -                               140 
 Loss for 
  the year                               -                                -                             1,431                             1,431 
 Share 
  based 
  payments 
  - share 
  options                                -                                -                                 3                                 3 
 At 30 
  June 
  2019                                 280                           12,610                          (13,043)                             (153) 
            ==============================  ===============================  ================================  ================================ 
 At 1 
  July1 
  2019                                 280                           12,610                          (13,043)                             (153) 
 New 
  equity 
  issue                                102                            1,516                                73                             1,691 
 Loss for 
  the year                               -                                -                             (588)                             (588) 
 
 At 30 
  June 
  2020                                 382                           14,126                          (13,558)                               950 
            ==============================  ===============================  ================================  ================================ 
 

Notes to company financial statements

summary of significant accounting policies

Statement of compliance

These financial statements have been prepared in accordance with applicable accounting standards and in accordance with Financial Reporting Standard 101 - "Reduced Disclosure Framework" (FRS 101) The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have all been applied consistently throughout the year unless otherwise stated.

The financial statements have been prepared on a historical cost basis. The financial statements are presented in Sterling (GBP) and have been presented in round thousands (GBP'000).

In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore, these financial statements do not include:

   1.     A statement of cash flows and related notes 

2. The requirements of IAS 24 related party disclosures to disclose related party transactions entered in to between two or more members of the group as they are wholly owned within the group.

   3.     The effect of future accounting standards not adopted. 
   4.     Certain share based payment disclosures. 
   5.     Disclosures in relation to impairment of assets. 

6. Disclosures in respect of financial instruments (other than disclosures required as a result of recording financial instruments at fair value).

Additionally, the consolidated Group prepares accounts under IFRS which should be read in conjunction with these statements.

Basis of preparation

The financial statements have been prepared on the historical cost basis. The principal accounting policies are set out below. The company has applied the exemption under section 408 of the Companies Act 2006 and has not included the individual profit and loss account statement in the financial statements.

Going concern

In common with the Going Concern disclosures in the Group financial statements, the Company financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for the foreseeable future, being 12 months from the date of sign-off of these accounts.

The Group and Company use annual budgeting, forecasting and regular performance reviews to assess the longer term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2020, the Group actively manages its use of cash, particularly marketing and other expenditure.

After consideration of the above the Directors consider that the continued adoption of the going concern basis is appropriate.

Investments IN SUBSIDIARIES

Investments in subsidiaries are stated in the Company's consolidated statement of financial position at cost less provisions for impairment.

COMpany profit and loss account

The parent Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The parent Company's recognised loss for the year ended 30 June 2020 was GBP588,000 (2019: GBP1,413,000).

1. Investment in subsidiary companies

 
                                                            30 June                          30 June 
                                                               2020                             2019 
                                                           GBP000's                         GBP000's 
 
 Cost                                                         3,636                            3,636 
 
 Accumulated impairment                                     (3,636)                          (3,636) 
 
 Net Book Value after impairment                                  -                                - 
                                    ===============================  =============================== 
 
 

Investments in subsidiaries are reviewed for impairment when events indicate the carrying amount may not be recoverable and are accounted for in the Company's financial statements at cost less accumulated impairment losses.

 
 
   Investments in Subsidiary undertakings 
   comprise: 
 
                                                   Proportion held 
 Subsidiary              Directly                         By other       Total             Country    Status 
                        by Mobile                            Group        held    of incorporation 
                          Streams                        companies    by Group 
                              plc 
 Mobile Streams Inc.         100%                                -        100%                 USA   Dormant 
 Appitalism, Inc.            100%                                -        100%                 USA    Closed 
 Mobile Streams de 
  Argentina 
  SRL                         50%                              50%        100%           Argentina    Active 
 Mobile Streams 
  Chile 
  Limitada                    50%                              50%        100%               Chile    Closed 
 Mobile Streams 
  Columbia 
  Limitada.                   50%                              50%        100%            Colombia   Dormant 
 Mobile Streams of 
  Mexico 
  de CV                       50%                              50%        100%              Mexico    Active 
 The Nickels Group 
  Inc.                          -                             100%        100%                 USA    Closed 
 Mobile Streams 
  Venezuela 
  SA                         100%                                -        100%           Venezuela    Closed 
 Mobile Streams 
  Australia 
  Pty Limited                   -                             100%        100%           Australia    Closed 
 Mobile Streams 
  (Hong 
  Kong) Limited              100%                                -        100%           Hong Kong   Dormant 
 Mobile Streams 
  Singapore 
  Limited                       -                             100%        100%           Singapore    Closed 
 Mobile Streams 
  India 
  Private Limited          99.99%                                -      99.99%               India    Active 
 Streams Data 
  Limited                    100%                                -        100%                  UK    Active 
 
 

All the subsidiaries' issued shares were ordinary shares and their principal activities were the distribution of licensed mobile phone content and the provision of data insight and intelligence platforms and services.

The registered offices addresses are:

 
      Mobile Streams plc 
      125 Wood Street 
      London 
      EC2V 7AW 
 
      Mobile Streams, Inc. 
      PO Box 471191 
      Celebration 
      FL 34747-4679 
 
      Mobile Streams Australia PTY LTD 
      ABN: 11 095 019 748 
      Level 13, Macquarie House 
      167 Macquarie St 
      Sydney NSW 2000 
      AUSTRALIA 
 
      Mobile Streams Hong Kong Limite d 
      B8, 10/F Proficient Industrial Center 
      6 Wang Kwun Rd 
      Kowloon Bay, Hong Kong 
 
      Mobile Streams Singapore PTE LTD 
      House 101 - Upper Cross Street #05-35 
      People's Park Centre 
      Singapore 058357 
 
      Mobile Streams Argentina SRL 
      Viamonte 1815 3rd Floor appt G 
      Ciudad Autonoma de Buenos Aires 
      Republica Argentina 
 
      Mobile Streams India: 
      2106, Wing A, Bldg/2, Raheja Willows, CHS L, 
      Birchwood, Akruli Rd, Kandivali East, Maharashtra, 
      India 
 
      Mobile Streams Colombia 
       AV. CRA 13 No. 69-74 OF. 701 
      Municipio Bogota D.C.. 
      Colombia 
 
      Mobile Streams Mexico 
      Calle Florencia No. 57, 3deg Piso, 
      Colonia Juarez, Delegacion Cuauhtemoc, Ciudad de Mexico, 
       C.P. 06600. 
         Mexico 
 
 
      Streams Data Limited 
      125 Wood Street 
      London 
      EC2V 7AW 
 
 
 2. DEBTORS                            2020                       2019 
                                   GBP000's                   GBP000's 
 Trade debtors                            -                         24 
 Other debtors                           40                          - 
                                         40                         24 
                  =========================  ========================= 
 

We estimate these receivables are fully recoverable during the next year.

3. CREDITORS

Creditors: amounts falling due within one year

 
                                                     2020                       2019 
                                                 GBP000's                   GBP000's 
 Trade creditors                                      225                        129 
 Accruals and deferred income                         124                         58 
                                                      349                        187 
                                 ========================  ========================= 
 
 

4. SHARE CAPITAL

For details of share capital refer to note 15 to the Group financial statements.

 
 
 

5. share premium account

For details of share capital refer to note 15 to the Group financial statements.

6. Capital commitments

The Company has no capital commitments at 30 June 2020 (2019: Nil).

7. Contingent liabilities

As at 30 June 2020 there were no contingent liabilities (2019: Nil).

8. Related party transactions

During the year the Company remunerated the Directors and Officers as disclosed in note 7 in the consolidated financial statements.

The company is taking advantage of the exemption per IAS 24 which does not require disclosure of transactions entered into between members of a group when one of the transacting parties is a wholly owned subsidiary.

9. Directors and employees

The average number of employees during the year to 30 June 2020 was as follows:

 
                                              Year ended          Year ended 
                                                    2020                2019 
                                                  Number              Number 
 
 Management                                            3                   2 
 Administration                                        -                   - 
                                                       3                   2 
                   =====================================  ================== 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

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