Årsrapport34209936Grant Thornton, Godkendt RevisionspartnerselskabLautrupsgade, 112100, København Ø2023-01-012023-12-312024-01-012024-12-3139165341Miro Denmark ApSC/O Republikken Vesterbrogade261620København V2017-12-08Grant Thornton, Godkendt Revisionspartnerselskab34209936Alice Gardalidstatsautoriseret revisormne47829Lautrupsgade112100København ØDanmark+45 33 110 220info@dk.gt.com2025-06-30Melinda ThompsonRegnskabsklasse BRevisionspåtegningCaseWare fra Revisorgruppen DanmarkkapitalejerneKøbenhavn2025-06-30København V2025-06-30Grundlag for konklusionKonklusionThe key figures appearing from the survey have been calculated as follows: / / / / / / -4007199-227931992048737412962684-24494573-3575588311689322869632026001054733-24580280-34523653-1281350-24452145-34523653-24452145-3452365354000328220540003282205400032822015089116140524811281350118442392592230102501670269914978403982158130292561768485728007659177388572833587904300043000030180612-10929918-22180453-1088691880431596712173692063652627135971174853341397070277912428625775202927202862577520292720177388572833587919900215126594224303341740001568251292622048737412962684161943000430004300043000301806120030180612301806120030180612-2218045312343200-24452145-3452365330180612055220680-10929918-22180453Today, the Executive Board has approved the annual report of Miro Denmark ApS for the financial year 1 January - 31 December 2024. The annual report has been prepared in accordance with the Danish Financial Statements Act. We consider the chosen accounting policy to be appropriate, and in our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2024 and of the results of the Company's operations for the financial year 1 January – 31 December 2024. Further, in our opinion, the Management's review gives a true and fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the Annual General Meeting. Melinda ThompsonJustin Douglas CoulombeWe have audited the financial statements of Miro Denmark ApS for the financial year 1 January - 31 December 2024, which comprise a summary of significant accounting policies, income statement, balance sheet, statement of changes in equity and notes, for the Company. The financial statements are prepared under the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2024, and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the 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 in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 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 and the additional requirements applicable in Denmark 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. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Statement on Management’s Review Management is responsible for Management’s Review. Our opinion on the financial statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that Management’s Review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of Management’s Review. Description of key activities of the company The company's objective is to develop and distribute IT-solutions as well as provide counseling on ITsolutions. Significant changes in the company's activities and financial matters There have been no significant changes in activities and financial matters. Income or loss from ordinary activities after tax totals DKK -24.452 thousand against DKK -34.524 thousand last year. Management considers the net loss for the year unsatisfactory. The net loss this year is impacted by a stock consideration paid out during the year amounting to DKK 5.522.068, as specified in Note 2 Special items. Capital structure The company has lost more than 50% of the contributed capital and is thus covered by the capital loss rules in the Danish Companies Act. The management is aware of this and expects a positive development in the future, and that the company's capital will be re-established through own operations. In the meantime, the company has received a letter of support from the parent company RealtimeBoard Inc, which ensures the company's continued operations. The letter of support confirms that the parent company will maintain the existing credit facilities for the company for the next 15 months and provide liquidity to the extent that ensures that the company's planned activities can be carried out and that the company can pay its creditors. The letter of support is valid until 30 June 2026. Events occurring after the end of the financial year No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The annual report for Miro Denmark ApS has been presented in accordance with the Danish Financial Statements Act regulations concerning reporting class B enterprises. Furthermore, the company has decided to comply with certain rules applying to reporting class C enterprises. The accounting policies are unchanged from last year, and the annual report is presented in DKK. Recognition and measurement in general Income is recognised in the income statement concurrently with its realisation, including the recognition of value adjustments of financial assets and liabilities. Likewise, all costs are recognised in the income statement, including depreciations amortisations, write-downs for impairment, provisions, and reversals due to changes in estimated amounts previously recognised in the income statement. Assets are recognised in the statement of financial position when it seems probable that future economic benefits will flow to the company and the value of the asset can be reliably measured. Liabilities are recognised in the statement of financial position when it is seems probable that future economic benefits will flow out of the company and the value of the liability can be reliably measured. Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as described below for each individual accounting item. Foreign currency translation Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction. Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognised in the profit and loss account as an item under net financials. If currency positions are considered to hedge future cash flows, the value adjustments are recognised directly in equity in a fair value reserve. Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognised in the income statement under financial income and expenses. Gross loss Gross loss comprises the revenue, expenses for raw materials and consumables and other external costs. Revenue is recognised in the income statement if delivery and passing of risk to the buyer have taken place before the end of the year and if the income can be determined reliably and inflow is anticipated. Revenue is measured at the fair value of the consideration promised exclusive of VAT and taxes and less any discounts relating directly to sales. Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts and changes in inventories. Other operating income comprises items of a secondary nature as regards the principal activities of the enterprise, including profit from the disposal of intangible and tangible assets, operating loss and conflict compensation as well as salary reimbursements received. Compensation is recognized when it is overwhelmingly probable that the company will receive the compensation. Other external expenses comprise expenses incurred for sales, administration and premises. Staff costs Staff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for staff members. Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts concerning the financial year. Financial income and expenses comprise interest income and expenses as well as surcharges and reimbursements under the advance tax scheme, etc. Tax on net loss for the year Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognised in the income statement with the share attributable to the net loss for the year and directly in equity with the share attributable to entries directly in equity. The company is subject to Danish rules on compulsory joint taxation of Danish group enterprises. The company acts as an administration company in relation to the joint taxation. This means that the total Danish tax payable by the Danish consolidated companies is paid to the tax authorities by the company. The current Danish income tax is allocated among the jointly taxed companies proportional to their respective taxable income (full allocation with reimbursement of tax losses). Deposits Deposits are measured at amortised cost and represent lease deposits, etc. Receivables Receivables are measured at amortised cost which usually corresponds to face value. In order to meet expected losses, they are written down for impairment to the net realisable value. Prepayments Prepayments recognised under assets comprise incurred costs concerning the following financial year. Cash and cash equivalents Cash and cash equivalents comprise cash at bank. Equity Share premium Share premium comprises premium payments made in connection with the issue of shares. Costs incurred for carrying through an issue are deducted from the premium. The premium reserve can be used for dividend, for issuing bonus shares, and for covering losses. Income tax and deferred tax As administration company, Miro Denmark ApS is liable to the tax authorities for the subsidiaries' corporate income taxes. Current tax liabilities and current tax receivable are recognised in the statement of financial position as calculated tax on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account. The company is jointly taxed with consolidated Danish companies. The current corporate income tax is distributed between the jointly taxed companies in proportion to their taxable income and with full distribution with reimbursement as to tax losses. The jointly taxed companies are comprised by the Danish tax prepayment scheme. Joint taxation contributions payable and receivable are recognised in the statement of financial position as ”Tax receivables from group enterprises" or "Income tax payable to group enterprises" Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of financial position. Deferred tax is measured at net realisable value. Adjustments take place in relation to deferred tax concerning elimination of unrealised intercompany gains and losses. Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognised in the income statement, except for items included directly in the equity. Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognised at the value at which they are expected to be realisable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realisable value. Liabilities other than provisions Other liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortised cost which usually corresponds to the nominal value. 1. Capital resources The company has lost more than 50% of the contributed capital and is thus covered by the capital loss rules in the Danish Companies Act. The management is aware of this and expects a positive development in the future, and that the company's capital will be re-established through own operations. In the meantime, the company has received a letter of support from the parent company RealtimeBorad Inc, which ensures the company's continued operations. The letter of support confirms that the parent company will maintain the existing credit facilities for the company for the next 15 months and provide liquidity to the extent that ensures that the company's planned activities can be carried out and that the company can pay its creditors. The letter of support is valid until 30 June 2026. 2. Special items Special items include significant income and expenses of a special nature relative to the enterprise's ordinary operating activities, such as the cost of extensive structuring of processes and fundamental structural adjustments and any related gains on disposal and losses which, over time, have a significant impact. Special items also include other significant amounts of a nonrecurring nature. As mentioned in the management commentary, the net profit or loss for the year is affected by a number of factors that differ from what is considered by management to be part of operating activities. Special items for the year are specified below, indicating where they are recognised in the income statement. Stock consideration, paid out during the year 5.522.068 5.522.068 Special items are recognised in the following items in the financial statements: Group contribution, equity -5.522.068 Profit of special items, net -5.522.068 4. Charges and security As security for engagement with financial institutions, a pledge has been given in cash and cash equivalents, representing a nominal value per 31 December 2024 of DKK 203.748 5. Contingencies Contingent liabilities DKK in thousands Total contingent liabilities 66 Joint taxation The company acts as administration company for the group of companies subject to the Danish scheme of joint taxation and is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, to pay the total corporation tax. The company is unlimitedly, jointly, and severally liable, along with the other jointly taxed companies, for any obligations to withhold tax on interest, royalties, and dividends. Any subsequent adjustments of corporate taxes or withholding taxes, etc., may result in changes in the company's liabilities. 6. Related parties Consolidated financial statements The company is included in the consolidated financial statements of Uizard Technologies, Inc, Newark, Delaware 19702 USA. 391653412024-01-012024-12-31391653412023-01-012023-12-31391653412023-12-31391653412024-12-31391653412024-01-012024-12-312391653412024-01-012024-12-311391653412024-01-012024-12-311391653412024-01-01e:ContributedCapitalMember391653412024-12-31e:ContributedCapitalMember391653412024-01-01e:SharePremiumMember391653412024-01-012024-12-31e:SharePremiumMember391653412024-12-31e:SharePremiumMember391653412024-01-01e:RetainedEarningsMember391653412024-01-012024-12-31e:RetainedEarningsMember391653412024-12-31e:RetainedEarningsMember391653412023-01-01e:ContributedCapitalMember391653412023-12-31e:ContributedCapitalMember391653412023-01-01e:SharePremiumMember391653412023-01-012023-12-31e:SharePremiumMember391653412023-12-31e:SharePremiumMember391653412023-01-01e:RetainedEarningsMember391653412023-01-012023-12-31e:RetainedEarningsMember391653412023-12-31e:RetainedEarningsMemberiso4217:DKKxbrli:pure