xbrli:pureiso4217:DKK404098232023-01-012023-12-31404098232023-01-012023-12-311404098232023-01-012023-12-311404098232023-01-012023-12-311404098232023-01-012023-12-312404098232023-01-012023-12-313404098232023-01-012023-12-314404098232023-01-012023-12-31404098232022-01-012022-12-31404098232023-01-012023-12-31fsa:RetainedEarningsMember404098232023-12-31404098232022-12-31404098232023-01-01fsa:ContributedCapitalMember404098232023-01-01fsa:RetainedEarningsMember404098232023-01-01404098232023-12-31fsa:ContributedCapitalMember404098232023-12-31fsa:RetainedEarningsMember404098232023-01-012023-12-31fsa:ContributedCapitalMemberGrundlag for konklusionKonklusion2024-07-122024-07-12true2022-01-012022-12-3133963556København S23006WeidekampsgadeDeloitte Statsautoriseret RevisionspartnerselskabCopenhagen NVCopenhagen NV1620Regnskabsklasse BErklæring om udvidet gennemgang2023-12-312023-01-01kl. th<br /><br />149VesterbrogadeLayerise ApS40409823339635562300 København SWeidekampsgade 6Deloitte Statsautoriseret RevisionspartnerselskabÅrsrapportThe Board of Directors and the Executive Board have today considered and approved the annual report of Layerise ApS for the financial year 01.01.2023 - 31.12.2023.The annual report is presented in accordance with the Danish Financial Statements Act.In our opinion, the financial statements give a true and fair view of the Entity’s financial position at 31.12.2023 and of the results of its operations for the financial year 01.01.2023 - 31.12.2023.We believe that the management commentary contains a fair review of the affairs and conditions referred to therein.We recommend the annual report for adoption at the Annual General Meeting.CopenhagenErvin Draganovicdirector Ulrik Bo LarsenErvin DraganovicJimmy Fussing NielsenJonathan Lucas BeckerchairmanTo the shareholders of Layerise ApSWe have performed an extended review of the financial statements of Layerise ApS for the ​financial year 01.01.2023 - 31.12.2023, which comprise the income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. ​Based on our extended review, in our opinion, the financial statements give a true and fair view of the Entity’s ​financial position at 31.12.2023 and of the results of its operations for the financial year 01.01.2023 - 31.12.2023 in accordance with the Danish Financial Statements Act.We conducted our extended review in accordance with the assurance engagement standard for small enterprises as issued by the Danish Business Authority and the standard on extended review of financial statements prepared in accordance with the Danish Financial Statements Act as issued by FSR - Danish Auditors. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the extended review of the financial statements” section. We are independent of the Entity 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 evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.Without affecting our conclusion, we draw attention to note 1 in the financial statements, which states that the Company’s ability to continue as a going concern depends on meeting its budget goal and finalising the expected capital injection. We concur with Management’s description of uncertainty and the choice of accounting principles.Effective from this financial year, the Entity is required to have its financial statements audited, and it has been decided in this connection to subject the financial statements to extended review. We point out that, as disclosed in the financial statements, the comparative figures in the financial statements have not been subjected to extended review or audit.<br />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 Entity’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 Management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.Our responsibility is to express a conclusion on the financial statements. This requires that we plan and perform procedures to obtain limited assurance about our conclusion on the financial statements and that we also perform specifically required supplementary procedures for the purpose of obtaining additional assurance about our conclusion. An extended review consists of making inquiries, primarily of Management and, if appropriate, of other entity personnel, performing analytical and the specifically required supplementary procedures as well as evaluating the evidence obtained. The procedures performed in an extended review are less in scope than in an audit, and accordingly we do not express an audit opinion on the financial statements.Management is responsible for the management commentary. Our conclusion on the financial statements does not cover the management commentary, and we do not express any form of assurance conclusion thereon. In connection with our extended review of the financial statements our responsibility is to read the management commentary and, in doing so, consider whether the management commentary is materially inconsistent with the financial statements or our knowledge obtained in the extended review or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the management commentary provides the information required by relevant law and regulations. <br />Based on the work we have performed, we conclude that the management commentary is in accordance with financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary.CopenhagenAnders Rødgaard Østdalmne50620State Authorised Public AccountantPrimary activitiesThe Company's purpose is to run a business in software development and online and mobile commerce. The income statement of the Company shows a loss for the year of DKK 9,108 thousand and at 31 December ​2023 the balance sheet shows equity of DKK 3,527 thousand. Going concern Management has decided to change the Company’s strategy to achieve profitability and strengthen its position in the market. The Company’s strategy for 2024 involves a key element of significantly reducing the cost base, a process that began in late 2023 and is expected to be completed in 2024. In addition to cost reduction, Management has decided to concentrate the Company’s activities on attracting larger international customers to increase its market share and position in the market substantially. The Company’s previous burn rate has strained its cash position, resulting in Management discussing a DKK 1 million capital injection from certain current owners. Based on the expected capital injection and the changed strategy, Management has assessed that it is justifiable to present the financial statements on a going concern basis. The Company’s ability to continue as a going concern depends on achieving its budget goal through the change in strategy and finalising the capital injection (as mentioned above). Hence, the Company’s ability to continue as a going concern is subject to material uncertainty.Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report.Treasury sharesNumber Nominal value DKKShare of contributed capital % Treasury shares2,924,00029,24021.59Investments acquired2,924,00029,24021.59The Company has in 2023 purchased treasury shares from one of the Company's previous directors. The purchase price was DKK 0.The Company has in 2023 purchased treasury shares from one of the Company's previous directors. The purchase price was DKK 0.-921708-19252738146236828493088988900-9076842-102191033102585090-9107867-103041930-99148-9107867-10205045-9107867-9107867-102050450889808898381312428225381312428225381312437123099148108062200653108062299801431423812899148442230013198949480361213636072135456135456339140112499268352685712634724135456129652301310068613545633914011017417662463140945876254360546596212767551001348127675510013484803612136360720-465962-465962For the purpose of offering incentive pay in the form of share options, the Company's Board of Directors are authorised for the period until 15 September 2025 once or several times to issue up to 1,000,000 warrants on one or more occasions, each entitling the holder to subscribe for one A share of minimum DKK 0.01 per share of nominal DKK 0.01. 1 Going concernManagement has decided to change the Company’s strategy to achieve profitability and strengthen its position in the market. The Company’s strategy for 2024 involves a key element of significantly reducing the cost base, a process that began in late 2023 and is expected to be completed in 2024. In addition to cost reduction, Management has decided to concentrate the Company’s activities on attracting larger international customers to increase its market share and position in the market substantially. The Company’s previous burn rate has strained its cash position, resulting in Management discussing a DKK 1 million capital injection from certain current owners. Based on the expected capital injection and the changed strategy, Management has assessed that it is justifiable to present the financial statements on a going concern basis. The Company’s ability to continue as a going concern depends on achieving its budget goal through the change in strategy and finalising the capital injection (as mentioned above). Hence, the Company’s ability to continue as a going concern is subject to material uncertainty. 2 Staff costs2023 DKK2022 DKKWages and salaries7,719,0557,830,450Other social security costs104,988133,472Other staff costs322,193321,0088,146,2368,284,930Average number of full-time employees141514153 Depreciation, amortisation and impairment losses2023 DKK2022 DKKDepreciation of property, plant and equipment8,8988,9008,8988,9004 Other financial expenses2023 DKK2022 DKKOther interest expenses7,29883,784Exchange rate adjustments23,7271,30631,02585,090<br />2023 DKK2022 DKKOther interest expenses7,29883,784Exchange rate adjustments23,7271,30631,02585,0905 Tax on profit/loss for the year2023 DKK2022 DKKAdjustment concerning previous years0(99,148)0(99,148)6 Property, plant and equipmentOther fixtures and fittings, tools and equipment DKKCost beginning of year35,598Cost end of year35,598Depreciation and impairment losses beginning of year(26,700)Depreciation for the year(8,898)Depreciation and impairment losses end of year(35,598)Carrying amount end of year07 Financial assetsDeposits DKKCost beginning of year428,225Additions35,637Disposals(82,550)Cost end of year381,312Carrying amount end of year381,3128 Share capitalNumberNominal value DKKA shares9,000,00090,000B Shares4,545,60045,45613,545,600135,4569 Unrecognised rental and lease commitments2023 DKK2022 DKKLiabilities under rental or lease agreements until maturity in total429,395639,23810 Assets charged and collateralThere are no assets charged and collateral . This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class B enterprises with addition of a few provisions for reporting class C.The accounting policies applied to these financial statements are consistent with those applied last year.Effective from this financial year, the Entity is required to have its financial statements audited, and it has been decided in this connection to subject the financial statements to extended review. The comparative figures in the financial statements, including disclosures in the notes, have not been subjected to extended review or audit.falseMaterial errors in previous yearsIn the financial statements for 2022, the Company’s invoiced revenue was mistakenly not recognised on an accrual basis. Hence, revenue from services was not recognised over the term of the contracts but instead at the time of invoicing. The non-accrual has caused the comparative figures to be restated. The restatement has resulted in a decrease of DKK 235 thousand in the loss before tax for 2022, an increase of DKK 457 thousand in prepayments received in the balance sheet, and a decrease of DKK 222 thousand in the equity at the beginning of 2022. The restatement did not affect the tax on loss for the year in 2022.Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic benefits will flow to the Entity, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial recognition is effected as described below for each financial statement item. Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and measurement. Income is recognised in the income statement when earned, whereas costs are recognised by the amounts attributable to this financial year.Foreign currency translationOn initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction date. Receivables, payables and other monetary items denominated in foreign currencies that have not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment date, or the rate at the balance sheet date, are recognised in the income statement as financial income or financial expenses. Gross profit or lossGross profit or loss comprises revenue and external expenses.RevenueRevenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured at fair value of the consideration fixed.Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary activities,including salary refunds.Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of receivables recognised in current assets.Staff costsStaff costs comprise salaries and wages, and social security contributions, pension contributions, etc for entity staff.Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to equipment and intangible assets comprise depreciation, amortisation and impairment losses for the financial year, and gains and losses from the sale of intangible assets and property, plant and equipment.Other financial expensesOther financial expenses comprise interest expenses, payables and transactions in foreign currencies, amortisation of financial liabilities, and tax surcharge under the Danish Tax Prepayment Scheme etc.Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the income statement by the portion attributable to the profit for the year and recognised directly in equity by the portion attributable to entries directly in equity.EquipmentOther fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of the asset until the time when it is ready to be put into operation. The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment4 yearsEstimated useful lives and residual values are reassessed annually. Items of property, plant and equipment are written down to the lower of recoverable amount and carrying amount.ReceivablesReceivables are measured at amortised cost, usually equalling nominal value less writedowns for bad and doubtful debts.CashCash comprises of cash in bank deposits.Treasury sharesAcquisition and selling prices and dividends for treasury shares are classified directly as equity in retained earnings. Gains and losses on sale are not recognised in the income statement.Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value.Deferred incomeDeferred income comprises income received for recognition in subsequent financial years. Deferred income is measured at cost.2024-07-12Ervin Draganovic