LTV Holdings Limited

IT-Decision Telecom OÜ

CONFIDENTIAL DRAFT
Due Diligence Dashboard · Data as of Mar 21, 2026

FY2025 Revenue

$5.19M
▲ 43% vs FY2024

FY2025 Net Profit

$903K
▲ 452% vs FY2024

Gross Margin

28.8%
FY2024: 29.7%

Implied EV (2× NP)

$1.81M
Reported basis

SPA Price (70%)

$1.26M
$136K below $1.4M est.

Normalized PP Range

$546K–$676K
After Binance + off-payroll adj.
⚖️ Valuation Scenarios
Purchase Price (70% of 2× Normalized Net Profit)
AdjustmentConservativeBase CaseSeller
Reported Net Profit$903K$903K$903K
+ Seller EBITDA adj.——+$39K
Founder comp already in P&L (FOP "service expenses"): Sergii $73K + Denys $25K = $98K — no further adjustment needed
− Binance founder distributions (crypto)−$412K−$412K—
− Nina Leshan off-payroll (crypto)−$8K−$8K—
− USDT haircut (17.4% margin)−$93K——
Normalized Net Profit$390K$483K$942K
Enterprise Value (2×)$780K$966K$1,884K
Purchase Price (70%)$546K$676K$1,319K
Agreed price: $911K (SPA v10). Total founder comp discovered: $518K/yr (FOP $98K in P&L + Binance $412K off-books + Nina $8K off-payroll). Normalization for items not in P&L: $420K. SPA price reflects negotiated midpoint.
🏢 Corporate Structure
EntityJurisdictionRoleStatus
IT-Decision Telecom OÜ Estonia A2P SMS, CPaaS, Viber, WhatsApp Being acquired
ITD Telecom LLC USA (Delaware) Voice / VoIP Active
IT-Decision Telecom LLC Ukraine (Kyiv) Enterprise clients — war zone ⚠ Active
DecisionTelecom LLC UAE (Dubai) None (strategic withdrawal) Closing
⚠ Section 7.3(d) SPA warranty states "no subsidiaries" — FALSE. USA and Ukraine entities are active. Must be corrected with amended Schedule 7.3 before signing.
🔴 Top 3 Critical Issues
CRITICAL

Founders' compensation NOT in P&L

~$270K/year in CEO+CTO pay is excluded from expenses. Profit is materially overstated.

▼ $378K impact on 70% purchase price
CRITICAL

$535K USDT through personal Binance account

10.3% of revenue flows through CEO's personal account. Cannot be audited via bank reconciliation.

▼ $93K profit contribution unverifiable
CRITICAL

37% revenue from Ukrainian war-zone clients

Sense Bank ($100K/mo), Ukrainian Railways ($40K/mo), State ICS ($20K/mo) — zero war risk disclosure.

~$1.92M annualized at risk
Goal of this tab: Understand the true value of this business before agreeing on a price. All figures below reflect what is currently verifiable from the data room. Unresolved items are blockers to price agreement.
📊 Revenue Confidence by Segment
What percentage of FY2025 revenue ($5.19M) is backed by corporate banking evidence?
SegmentFY2025% of TotalBankingRisk
Enterprise Sales (Ukrainian state tenders) $2,438,010 47.0% PrivatBank ✓ Contracts missing · War zone
EU Sales $1,364,231 26.3% CIM + Paysera ✓ Low risk
USDT / Crypto ⚠ personal account · $385K gap $535,149 10.3% Personal Binance ✗ $920K deposited, $535K in P&L — $385K unexplained. TXID export needed.
US Sales $486,692 9.4% Banking Verified ✓ BoA $442K wires + PayPal $59K USD + €22K EUR. ~$474K external. Within 3% of P&L.
Outside-EU $313,547 6.0% CIM Bank ✓ Low risk
Estonian $55,696 1.1% CIM Bank ✓ Low risk
Corporate Banking Verified
89%
$4.66M of $5.19M
Unverifiable / Missing Banking
10%
$535K — USDT only
War-Zone Revenue at Risk
47%
$2.44M — Ukrainian state
🏦 Banking Verification Status
All US entity bank statements received (12 months each). Status updated after full statement analysis.
Bank / AccountEntityP&L ClaimedVerified DepositsStatus & NotesPriority
Personal Binance (Sergii) CEO personal — not company $535,149 $920,324 (635 deposits) $385K gap unexplained. No wallet addresses or TXIDs in either export provided. Cannot trace senders or withdrawal destinations. TxID export still required. CRITICAL
Bank of America ITD Telecom LLC (Delaware) $486,692 $442,352 (12 months) All 12 monthly statements received & analyzed. Deposits $442K vs $487K claimed — $44K gap. Cash flow negative (-$15,860 net for year). FCC entity confirmed active. VERIFIED ⚠
PayPal ITD Telecom LLC (Delaware) — EUR 22,143 + USD 72,211 (12 months) All 12 monthly statements received. Primarily USD receipts ($72K) + EUR from EU customers ($22K). Oksana Pavlyuk (contractor) paid via PayPal USD. Sergii card withdrawal $46K captured here. VERIFIED
Wise USD ITD Telecom LLC (Delaware) — $43,625 (FY2025) Full year XLSX export received. Net outflow (-$7,235) — used primarily as pass-through / FX conversion account. Transfers to Wise EUR confirmed. VERIFIED
Wise EUR ITD Telecom LLC (Delaware) — EUR 43,586 (FY2025) Full year XLSX export received. Net positive (+EUR 6,231). Used to pay EU contractors (Abrahamyan, Stepanyan, Sviderska, Vereshchak) — matches employee comp analysis. VERIFIED
Remaining gap: Binance ($385K unexplained) and BoA ($44K shortfall vs P&L) are still unresolved. US entity banking is now fully received — Binance TxID export is the last missing piece. If USDT revenue is excluded from normalized profit, purchase price drops by ~$93K.
🚦 Price Agreement Prerequisites
These items must be resolved before a fair price can be agreed. Each has a direct $ impact on the purchase price.
#PrerequisiteStatusPrice ImpactAction Required
1 Founders' actual compensation disclosed
Sergii + Denys — salary, dividends, USDT draws, personal expenses		 MISSING ↓ $378K Demand signed comp schedule with bank confirmation
2 Enterprise Sales contracts reviewed
$2.44M segment — zero contracts in data room		 MISSING ↓ Unquantified Request all Ukrainian state tender docs + CPaaS contracts
3 April 2025 anomaly explained
50% gross margin month vs 28.8% annual avg — $174K in one month		 UNEXPLAINED ↓ $174K if one-time Require written explanation. If non-recurring, normalize out of FY2025.
4 USDT moved to corporate account
$535K/yr through personal Binance — no GAAP path		 PENDING ↓ $93K to net profit Require corporate crypto account OR exclude USDT from normalized figure
5 OPEX gap reconciled ($139K)
Detail file shows $729K; main P&L shows $590K		 MISSING ↓ $97K if real expenses Request line-by-line reconciliation from Sergii
6 US entity banking provided
ITD Telecom LLC — BoA / PayPal / Wise statements		 MISSING ↓ $487K revenue unconfirmed Request 24-month statements for all US entity accounts
7 Independent audit commissioned
SPA Section 7.5 requires GAAP/IFRS for FY2023–FY2025		 NOT STARTED Contractually required Appoint Big 4 / regional auditor. SPA Section 4.1 locks price to audit result.
💡 Where Value Ends Up Depending on Outcomes
Each outcome below represents a realistic scenario based on known issues. Recommended position: negotiate from Base Case; be prepared for Conservative if founders' comp and April anomaly are both unfavorable.
Recommended negotiating position: Open at $886K (Base Case). Concede to $980K max only after founders' compensation is confirmed in writing and April anomaly is explained as recurring. Do not pay above $886K until audit is complete. SPA Section 4.1 protects you — Sergii cannot terminate solely because audited profit comes in lower.

FY2023 Revenue

$2.69M

FY2024 Revenue

$3.64M
▲ 35%

FY2025 Revenue

$5.19M
▲ 43%

FY2025 Expenses vs FY2024

−36%
$919K → $590K (pre-sale red flag)

Monthly Revenue, Gross Profit & Net Profit — Jan 2023 to Dec 2025

36-month view. Note April 2025 anomaly (50% gross margin, $174K net profit in one month).

Monthly Net Profit — All 36 Months

Loss months shown in red. FY2025 had 2 loss months (Jan, Feb). Expenses fell 36% despite revenue growing 43%.

Annual Summary

Year-over-year comparison across all key metrics.

📋 Monthly P&L Detail
Month Revenue COGS Gross Profit Margin Expenses Net Profit

Enterprise Sales

$2.44M
▲ 179% YoY · Largest segment

EU Sales (A2P)

$1.36M
▲ 297% YoY

US Sales (VoIP)

$487K
▲ 77% YoY

USDT Settlements

$535K
Personal Binance ⚠

Outside-EU

$314K
▼ 81% YoY (collapsed)

Estonian Sales

$56K
▼ 66% YoY

Monthly Revenue by Segment — Jan 2023 to Dec 2025

Stacked view. Enterprise (dark blue) only emerged in late 2023 and is now the single largest segment — with zero client contracts in the data room.

FY2025 Revenue Mix

Enterprise sales dominate at 47%. Combined with USDT, 57% of revenue has unresolved verification issues.

Outside-EU Segment Collapse

Outside-EU fell 81% ($1.69M → $314K) while Enterprise grew 179%. The same revenue? Or genuine contraction?

CIM Bank Balance (Jan 2026)

€325K
Switzerland · Primary account

Paysera Balance (Jan 2026)

€44K
Lithuania · Secondary EU

US Entity (BoA/PayPal/Wise)

Analyzed ✓
$474K external inflows · Revenue within 3% of P&L

Founder Distributions

Undisclosed
Not visible in any statement

CIM Bank — Monthly Inflows (EUR) · Jan 2024–Jan 2026

Monthly client receipts into the primary Estonian entity account. Outflows not visible from provided data (CIM export format only shows credits). Final balance: €325,259 as of Jan 21, 2026.

🏦 Banking Entities Summary
EntityBankCurrencyStatusNotes
IT-Decision Telecom OÜCIM Bank (CH)EURProvidedJan 2024–Jan 2026
IT-Decision Telecom OÜPaysera (LT)EURProvidedJan 2024–Jan 2026
IT-Decision Telecom LLC (UA)PrivatBankUAHProvided2024 + 2025
ITD Telecom LLC (US)Bank of AmericaUSDProvidedJan–Dec 2025 (PDF · 12 months)
ITD Telecom LLC (US)PayPalUSDProvidedJan–Dec 2025 (PDF · 12 months)
ITD Telecom LLC (US)Wise (EUR + USD)EUR/USDAnalyzed ✓€43,586 + $43,625 (2025). USD account drained to $0 via USD→EUR conversions. EUR closing €6,280.
Founders (personal)Binance (USDT)USDTPartial2025 ledger provided
⚠️ Banking Red Flags
HIGH

CIM Bank — Unusual for Estonian CPaaS Company

CIM Bank is a Swiss private bank for asset protection and high-net-worth clients. Not a typical banking choice for a €5M Estonian tech company. No explanation provided.

HIGH

Founder Dividend Distributions — Unknown Amount

Founders confirmed on call: "dividends when the business allows." FY2025 was profitable in 10/12 months. Distribution amount is not disclosed anywhere in the data room.

RESOLVED

US Entity Banking — Fully Analyzed (Apr 2026)

BoA (Acct 4830 6872 1647): $442K total deposits FY2025 via wire transfers from legitimate telecom businesses — CommPeak ($23K), NOVAMETRO OU ($18K), Rocketconnect OU ($11K), Zaytel D.O.O. ($9K), MADA Communications ($9K), Infinity Telecom, Jotel LLC, and others. $50K PayPal→BoA internal transfers. Net external: ~$392K.

PayPal (finance@it-decision.com): Business account. $59K USD + €22K EUR inflows. Top payer: RONGAN LIANG ($30.6K, 25 txns). Regular customers include Adam Maywald ($6.4K), CommPeak ($5.1K). $4K sent to Оксана Павлюк — likely contractor.

Wise (BE47 9674 3011 9180 EUR / ACH 822001073906 USD): €43.6K EUR + $43.6K USD activity. USD account drained to $0 via USD→EUR conversions. Sergii's Wise deposits (labeled "Diachenko Sergii") are PayPal business debit card transactions — not personal funds. Normal business cash management.

Combined external inflows: ~$474K vs P&L claim $487K (−3%). US entity revenue approximately verified. Remaining gap within rounding / timing differences.

FY2025 USDT Revenue (P&L)

$535K
10.3% of total revenue

Total 2025 Deposits

$920.3K
633 transactions · personal account

Total 2025 Withdrawals

$749.1K
199 transactions · destination unknown

Deposit-to-P&L Gap

$385K
$920.3K deposited — only $535K in P&L
✓ Wallet addresses and TxIDs received (Apr 1 2026). 391 on-chain deposits ($748K) are verifiable on TRON blockchain. 242 off-chain transfers ($172K) are internal Binance transfers with no blockchain footprint. The $385K gap between deposits ($920K) and P&L ($535K) is still unexplained.

Binance USDT — Monthly Deposits vs Withdrawals vs P&L Revenue

Account held in CEO Sergii Diachenko's personal name. Note the divergence between Binance deposits (green) and what was actually recognized as P&L revenue (yellow line) — particularly large in Sep–Oct 2025.

📊 Deposit Size Distribution

634 Deposits by Size Bucket (FY2025)

High volume of small deposits ($0–$1K) consistent with CPaaS micro-billing. 22% are round-number multiples of $1K — may indicate some non-customer transfers mixed in.

Size RangeTransactionsTotal% of Value
$0 – $1,000412$113,01712%
$1,000 – $5,000158$300,73932%
$5,000 – $10,00043$263,96828%
$10,000 – $20,00021$251,60027%
$20,000+0$00%
🔍 USDT Revenue vs Binance Activity
MonthP&L USDT RevenueBinance DepositsBinance WithdrawalsGap (Dep − P&L)
🔁 Recurring Deposit Pattern Analysis — Likely Distinct Sending Wallets
Exact-amount deposits repeating 3+ times strongly indicate automated billing top-ups from fixed sender wallets. Each group below likely represents a separate customer or funding source. Ask Sergii to identify the wallet address behind each amount group.
# Deposit Amount Occurrences Total Deposited Date Range Pattern Assessment
1$1,00047×$47,000Jan – Dec 2025Full year, consistent — likely primary small customer
2$10045×$4,500Feb – Dec 2025High frequency small payments — micro-billing client
3$20040×$8,000Jun – Dec 2025Started mid-year — new sender from June
4$15034×$5,100May – Dec 2025Started May — another new sender
5$2,00029×$58,000Feb – Nov 2025Mid-size regular customer
6$50021×$10,500Mar – Dec 2025Consistent recurring top-up
7$30019×$5,700Mar – Dec 2025Consistent recurring top-up
8$40018×$7,200Apr – Dec 2025Consistent recurring top-up
9$1,50017×$25,500Jan – Nov 2025Consistent mid-size — dropped off in Dec
10$5,00014×$70,000Jan – Dec 2025Major customer — highest recurring total
11$3,00014×$42,000Feb – Dec 2025Consistent large customer
12$5012×$600Feb – Dec 2025Negligible — possibly fee reimbursements
13$25012×$3,000Aug – Dec 2025New sender from August
14$10,00010×$100,000Jan – Sep 2025Largest recurring amount — stopped after Sep
14 recurring groups subtotal $386,100 41% of total deposits come from these identifiable patterns
💸 Withdrawal Burst Events — Top 15 Cash-Out Days
Multiple withdrawals on a single day (3+ transactions) indicate deliberate cash-out events, not routine payments. These are the most suspicious — each destination wallet should be identified.
Date Withdrawals Total Out Individual Amounts Assessment
2025-09-113$28,013$20,001 + $4,490 + $3,522Largest single-day cash-out; $20K in one shot
2025-01-173$24,001$12,000 + $9,031 + $2,970Jan cash-out — coincides with large deposits same week
2025-09-303$22,490$10,000 + $7,490 + $5,000End-of-month cash-out pattern
2025-03-107$21,223$6,220 + $5,001 + $2,700 + $2,501 + $2,300 + $2,000 + $5017 separate withdrawals — fragmented to stay under limits?
2025-02-254$20,418$10,866 + $5,001 + $3,900 + $651End-of-month; $10,866 is non-round (fee included)
2025-09-097$20,274$10,001 + $5,001 + $2,000 + $1,527 + $1,201 + $401 + $1437 transactions — fragmented pattern repeats
2025-01-096$19,360$6,001 + $4,501 + $2,901 + $2,812 + $2,000 + $1,1456 transactions same day — early pattern established
2025-09-023$17,480$15,379 + $1,800 + $301$15,379 is largest single withdrawal in dataset
2025-12-234$14,567$5,547 + $5,038 + $3,037 + $945Year-end cash-out before holidays
2025-10-316$13,293$3,393 + $2,901 + $2,510 + $2,000 + $1,288 + $1,201End-of-month; 6 transactions
2025-09-173$12,131$10,001 + $1,301 + $829
2025-03-275$10,556$3,501 + $3,237 + $2,000 + $1,285 + $533
2025-01-205$9,756$3,501 + $2,700 + $2,501 + $1,001 + $53
2025-05-123$9,603$5,001 + $2,901 + $1,701
2025-04-033$9,552$5,001 + $4,001 + $550
Top 15 burst days $252,717 34% of all withdrawals came from these 15 days
⚠️ USDT Issues
CRITICAL

Personal Account — Cannot Be Audited

Revenue booked in P&L but cash flows through a personal Binance account. Doesn't meet Estonian GAAP/IFRS. Cannot be reconciled via corporate bank statements.

CRITICAL

$385K Deposits Exceed P&L Recognition

Binance received $920K but P&L recognizes only $535K. The $385K excess is completely unexplained. Either revenue is being pocketed off-ledger, or personal funds are commingled with business income — both are serious issues.

CRITICAL

Suspected Founder Compensation Mechanism

USDT withdrawals ($749K) far exceed what's needed for business purposes. Most likely explanation: founders use Binance withdrawals to pay themselves off-book, bypassing the P&L expense line entirely.

HIGH

Revenue Start Coincides With Sale Process

USDT appears in P&L from September 2024. If this was always happening, why only reported now? If genuinely new, what contracts govern these arrangements?

🔑 Questions for Sergii — Wallet Identification

✓ TxID export received (Apr 1 2026). All deposits go to a single TRON wallet TR4gUrQAwvYrvgMWuUxFTv3r8r8mcw2TQz. 391 on-chain deposits ($748K) have verifiable blockchain TxIDs. 242 off-chain deposits ($172K) are internal Binance transfers (no on-chain footprint).

Step 1 — Verify top withdrawal addresses:
72 unique destination addresses received $749K. The top 5 addresses received $379K combined. Ask Sergii to identify who owns these addresses: vendor payments, employee comp, or personal withdrawals?

Step 2 — Explain the $385K gap:
Deposits ($920K) exceed P&L revenue ($535K) by $385,324. The off-chain $172K may be personal inflows, but that still leaves $213K gap on on-chain deposits alone. Sergii must explain in writing.


Step 3 — Ask about withdrawal burst days:
On 15 specific days, 3–7 withdrawals went out totalling $252K combined. Ask: "On these dates you made multiple back-to-back withdrawals. What wallets were these sent to and what were they for?"


"Binance shows $920K deposited in FY2025 but only $535K is in the P&L — can you explain the $385K difference with documentation?"


"$10,000 deposits recurred 10 times (Jan–Sep) then stopped completely — what changed in September?"

Ukrainian State Revenue (est.)

~$1.92M
~37% of FY2025 · Zero war risk disclosure

Top Client (Sense Bank)

$1.32M
~25% of FY2025 · Combined tender + promo

Active Contracts

All Evergreen
30-day termination notice

Enterprise Contracts in Data Room

0
$2.44M segment — no contracts provided

Ukrainian State Clients — Monthly Revenue (SMS) · 24 Months

Sense Bank (combined tender + promo): $1.32M over 24 months. Ukrainian Railways growing throughout 2024–2025. These are Ukrainian state/quasi-state entities in an active war zone. CTO is based in Kyiv. Note: account codes consolidated — senseBank_uk_t and senseBank_uk_pr are the same client.

📊 Top 10 SMS Customers — 24-Month Revenue
Vendor accounts consolidated (e.g. _SIM / _DIR / _WH / _t / _pr = same entity). Raw data had 793 account codes → ~430 unique vendors.
#Customer24-Mo Revenue (EUR)Type
1Sense Bank Ukraine (tender + promo)1,317,442🇺🇦 State
2RouteSMS (Dir_HQ + SIM_HQ + base)508,182Carrier
3Protel (SIM + DIR_HQ + WH)478,206Carrier
4Ukrainian Railways477,777🇺🇦 State
5SMSAPI2 (_new)442,929EU Carrier
6TeleSign (SIM_2 + SIM_3 + SIM_4 + SIM)417,913EU Tech
7Infobip (HQ + HQ2 + WH_new + SS7 variants)311,224EU Tech
8GlobaHub (_DIR)233,311Carrier
9Sigma (Dir + HQ + SIM + WH)195,662Carrier
10Granntech (dir + wh)175,868Carrier
📞 Top Voice Clients — 24-Month Revenue
#Customer24-Mo Revenue (EUR)
1Viota Group400,952
2Lexico (SIM + WH + HQ + DIR)351,213
3DIDLogic290,594
4MCT221,168
5DIDGLOBAL171,115
6ICONNECT (WH + DIR + SS7)85,011
7RINGHD93,519
8Novametro (Dir + Wh + SIM + SS7)112,349
💬 Top Viber Clients — 24-Month Revenue
#Customer24-Mo Revenue (EUR)Type
1PrivatBank (transactional + promo)560,435🇺🇦 Bank
2Varus (prom + crm + tran + bot)206,267🇺🇦 Retail
3Lubimoe Taxi61,921🇺🇦 Local

Identifiable Employees / Contractors

7
Across Wise + PayPal

Total Comp Paid (Wise EUR)

€37,342
4 individuals · FY2025

PayPal Contractor Payments

$4,575
2 individuals · USD + EUR

Payments to CEO Sergii

~$62K
BoA $46K + card withdrawals $16K
📋 Personnel Roster — All Identified Individuals & Total Compensation
Name ↕ Role ↕ Start Date ↕ Active Period ↕ Total Paid ↕ Avg / Month ↕ Channel Status
Sergii Diachenko CEO / Founder May 2025 May – Dec 2025 (8 months) ~$62,092 ~$7,762 BoA · PayPal HIDDEN
Hamaspyur Abrahamyan Contractor Jan 2025 Jan – Dec 2025 (11 months) €19,658 €1,787 Wise EUR ACTIVE
Liana Stepanyan Contractor Jan 2025 Jan – Jul 2025 (7 months) €10,434 €1,491 Wise EUR DEPARTED
Oksana Pavlyuk
Оксана Павлюк		 Contractor Mar 2025 Mar – Jul 2025 (4 payments) $4,075 $1,019 PayPal USD UNCLEAR
Nadiia Sviderska Contractor Oct 2025 Oct – Dec 2025 (4 months) €4,521 €1,130 Wise EUR ACTIVE
Kyrylo Vereshchak Contractor Nov 2025 Nov – Dec 2025 (2 months) €2,629 €1,315 Wise EUR ACTIVE
Igor Dorosh Contractor Dec 2025 Dec 2025 (1 payment) €500 — PayPal EUR UNCLEAR

⚠ Sergii's total excludes any Ukrainian entity compensation or undisclosed USDT draws. Currencies not converted — EUR and USD shown as-is. "Start Date" reflects first traceable payment in banking data, not employment start date. 32-person official payroll not shown (founders excluded from that file).

👤 Sergii Diachenko — CEO Compensation Flows
CRITICAL

~$62K Traceable Payments to CEO — Not in P&L

Sergii Diachenko received payments from the US entity via three channels, none of which appear as salary in the P&L:

DateSourceAmountDescription
05/30/25Bank of America$46,121.48PAYPAL*Diachenko Visa Direct — single large disbursement
Sep–Dec 25PayPal (card 4260)~$13,97117× "General Card Withdrawal" — deposited to company Wise account; Sergii controls card
Sep–Oct 25PayPal EUR~€6,700Currency conversions / user-initiated withdrawals from company PayPal balance

Total: ~$62K USD equivalent. These are founder distributions or undisclosed salary — not in the 32-person compensation file, not in the P&L expense lines. Combines with Critical #1 (founders' comp hidden) to indicate Sergii extracted at least $62K from the US entity alone in FY2025, separate from any Ukrainian entity compensation.

💼 Identified Employees / Contractors — FY2025
NamePayment ChannelBank / EmailTotal PaidMonthsAvg/MonthNotes
Hamaspyur Abrahamyan Wise EUR AGCAAM22 · 220017850029002 €19,658 11 €1,787 Jan–Dec (no Aug). Inv format: DDMMYYYY0X. Armenian bank. Consistent monthly.
Liana Stepanyan Wise EUR AGCAAM22 · 220255130175002 €10,434 7 €1,491 Jan–Jul only — departed or contract ended mid-year. Armenian bank.
Nadiia Sviderska
(also listed as SVIDERSKA NADIIA)		 Wise EUR GB21 CLJU 0099 7184 1360 84 (UK)
LT56 3250 0375 5172 0805 (LT)		 €4,521 4 €1,130 Oct–Dec. Two bank accounts used. Joined late in year.
Kyrylo Vereshchak Wise EUR Acct: 10122972 €2,629 2 €1,315 Nov–Dec only. New hire or year-end contractor.
Оксана Павлюк
(Oksana Pavlyuk)		 PayPal USD ksuwechka0955@gmail.com $4,075 4 $1,019 Mar, Mar, Apr, Jul. Mobile Payment type. Ukrainian recipient.
IGOR DOROSH PayPal EUR igor.dorosh123@gmail.com €500 1 — Dec only. One-time or year-end payment.
📅 Monthly Wise EUR Payroll — All Contractors
MonthAbrahamyanStepanyanSviderskaVereshchakTotal
Jan€1,565€1,398——€2,963
Feb€3,756€3,508——€7,264
Mar—————
Apr€1,614€1,439——€3,053
May€1,637€1,418——€3,055
Jun€1,630€1,371——€3,001
Jul€1,613€1,300——€2,913
Aug—————
Sep€1,827———€1,827
Oct€1,583—€1,398—€2,981
Nov€2,652—€1,302€1,300€5,254
Dec€1,781—€1,821€1,329€4,931
Total€19,658€10,434€4,521€2,629€37,242
🔍 Key Observations
HIGH

All Paid as "Consultancy Services" — No Employment Contracts

Every Wise EUR payment references "consultancy services inv XXXXXXXX." These individuals are structured as contractors, not employees. No employer tax, no social contributions visible. May create employment reclassification risk in relevant jurisdictions.

HIGH

Missing Mar, Aug — Payment Gaps Unexplained

Neither Abrahamyan nor Stepanyan received payment in March or August. Liana Stepanyan stops entirely after July. These gaps are not reflected in the P&L as reduced expenses — compensation line is flat. Suggests lump payments or alternative channels exist.

MEDIUM

Feb Double-Payments — Bonus or Error?

Abrahamyan received €3,756 in Feb (vs ~€1,600 typical) — two invoices paid in same month (inv 100225-02 + inv without number on 2/27). Same for Stepanyan: €3,508 in Feb (two invoices). Could be delayed Jan payment + Feb, or bonuses. No explanation in data room.

MEDIUM

None of These Individuals in the 32-Person Payroll File

The official compensation file lists 32 employees. None of the 6 contractor names identified here appear in it. Total off-payroll contractor spend: ~€37K + $4.6K + CEO distributions. Adds to the payroll understatement concern.

Critical Issues

4
Require resolution before close

High Priority

5
Material to valuation

Medium

5
Structural / legal clean-up
🔴 Critical Issues
CRITICAL · #1

Founders' Compensation Absent from P&L — Profit Overstated by ~$270K

Neither Sergii (CEO) nor Denys (CTO) appears anywhere in 32-employee compensation file. Founders verbally claimed €10K/month each. January 2025 (loss month) Fix Rate salary = only $4,016 — impossible to accommodate both founders. Profit overstated ~$270K/year, reducing purchase price by ~$378K.

▼ Price impact: ~$378K on purchase price
CRITICAL · #2

$535K USDT Revenue Through CEO's Personal Binance — $385K Deposit Gap Unexplained

10.3% of FY2025 revenue booked in P&L but sits in CEO Sergii Diachenko's personal Binance account. Binance received $920,324 in deposits but P&L recognizes only $535,149 — a $385K gap with no explanation. 633 deposit transactions (many small, consistent with CPaaS billing) and 199 withdrawals ($749K). Cannot be verified via corporate banking. Does not meet Estonian GAAP/IFRS. Likely also the founder compensation disbursement mechanism.

▼ $93K profit contribution unverifiable. $385K deposit gap must be reconciled. Structural AML/compliance concern.
CRITICAL · #3

Cash-Basis Financials ≠ GAAP/IFRS (Required by SPA Section 4.1)

Seller explicitly confirmed financials are cash-basis. SPA Section 7.5 warrants "audited GAAP/IFRS financials have been delivered" — they have not. This is a warranty breach at signing. Independent audit is contractually required before final price is set.

SPA Section 4.1 protection: Sergii cannot re-trade solely because audited profit is lower.
CRITICAL · #4

~37% of Revenue from Ukrainian State Clients — Zero War Risk Disclosure

Sense Bank ($100K/mo, Jan 2026 tender), Ukrainian Railways ($40K/mo), State ICS ($20K/mo) = ~$1.92M annualized. ~12–15 employees in Kyiv including CTO Denys Shkarupa (named Key Person in SPA). Zero mention of war-related operational risk anywhere in the data room.

~$1.92M annualized revenue at risk from escalation, tender cancellation, or infrastructure disruption.
🟡 High Priority Issues
HIGH · #5

452% Profit Jump — Expense Reduction Looks Pre-Sale

Expenses fell 36% ($919K → $590K) while revenue grew 43%. Trade shows cut from $124K to $65K; bonuses fell $94K. Pattern consistent with seller cutting discretionary spend to inflate reference-year profit figure.

HIGH · #6

April 2025 Anomaly — 50% Gross Margin, $174K Net Profit

April generated 19% of full-year net profit in a single month. Annual average gross margin is 28.8%; April was 50.1%. No explanation provided. If one-time, should be normalized out of valuation.

If excluded: annual NP ~$729K, 70% price drops to ~$1.02M (reported basis).
HIGH · #7

"Adjusted EBITDA" Zeros Out Loss Months — Non-Standard

Sergii's spreadsheet sets negative months to $0 rather than showing actual losses. Not a valid GAAP normalization. Reject this figure in any price negotiation — only mutually agreed, disclosed one-time items can be normalized.

HIGH · #8

$139K Gap Between OPEX Detail and Main P&L

OPEX detail file: ~$729,860. Main P&L: $590,372. Gap = $139,488. Likely source: undisclosed founder compensation removed from summary but visible in detail. An independent audit will surface this.

HIGH · #9

Binance Deposits ($920K) Exceed P&L Revenue ($535K) by $385K

The Binance account received $920,324 in USDT deposits in FY2025 across 634 transactions. The P&L only recognizes $535,149 as company revenue. The $385K difference has no explanation in the data room — possibilities include unbooked revenue, commingled personal funds, or prior-period rollovers. No wallet addresses or TXIDs were provided, making counterparty verification impossible with the current export.

Request: Binance "Crypto Deposit/Withdrawal History with TxID" export. Without TXIDs, the sending and receiving wallet addresses cannot be identified or matched to customers.
🔵 Medium Priority Issues
MEDIUM · #9

IP Not Formally Assigned to Estonian Entity

Proprietary platform developed by Ukrainian devs across all 4 entities. No formal IP assignment to IT-Decision Telecom OÜ. Must be a closing condition with executed agreements from all contributors.

MEDIUM · #10

Multi-Entity Consolidation — Estonian Standalone Unknown

You're acquiring the Estonian OÜ, but Ukrainian entity holds the biggest contracts and US entity handles VoIP. Consolidated P&L includes all 4 entities. Estonian standalone profitability has never been disclosed.

MEDIUM · #11

FCC Change-of-Control Review (US Subsidiary)

ITD Telecom LLC (Delaware) holds FCC registration FRN: 0033199233. Acquiring the Estonian parent may trigger FCC Form 499-A change-of-control notification. Could delay closing if missed.

MEDIUM · #12

SPA Section 7.3(d) — "No Subsidiaries" is FALSE

SPA warrants "Company has no subsidiaries." Company has active US (Delaware) and Ukraine subsidiaries. Must be corrected with amended Schedule 7.3 before signing.

MEDIUM · #13

"Enterprise Sales" — $0 to $2.44M with No Explanation

Largest revenue segment grew from near-zero in 2023. No client list, no contracts, no segment description in the data room. Almost certainly Ukrainian government tenders — but unconfirmed.

MEDIUM · #14

Compensation Anomaly — $20K USD/Month for Support Role

Yulia Varenichenko (Support SMS) listed at $20,000 USD/month. All other Ukrainian staff paid in UAH (~$250–$1,000/month). Almost certainly a UAH data entry error, but must be formally confirmed.

Documents Provided

16

Critical Missing

5
Blocks price agreement

High Priority Missing

8

Overall DD Completeness

~55%
Banking fully analyzed; SPA §7.5 + compensation outstanding
💰 Valuation — Must Have Before Agreeing Price
Audited GAAP/IFRS Financials — FY2023, FY2024, FY2025 → SPA Amendment Required
SPA §7.5 warrants these have been delivered — they have not, and commissioning a full audit pre-close is no longer feasible. SPA must be amended to: (a) remove or carve out the §7.5 warranty representation, (b) replace it with an expanded rep that unaudited cash-basis financials are accurate and complete to Seller's knowledge, and (c) increase indemnification exposure for financial misrepresentation accordingly. Do not sign §7.5 as currently drafted — it is an existing warranty breach at the moment of signing.
SPA AMENDMENT NEEDED
Founders' Compensation — Formal Disclosure Required for Price Negotiation
ANALYZED VIA BANK STATEMENTS (Apr 2026): Full off-P&L compensation documented across all accounts — Sergii ~$142K/yr (Ukraine FOP $61.6K + Paysera salary/IT $18K + US entity $62K), Denys ~$69K/yr (Ukraine FOP $20.6K + Paysera IT services $5.4K + USDT wallet $43.4K). Combined ~$211K/yr undisclosed. At 2× multiple × 70%, this represents ~$295K purchase price overstatement. Seller must formally acknowledge this in writing before price is agreed — not to provide new information (we have it) but to prevent post-close disputes.
ANALYZED — DISCLOSURE REQUIRED
April 2025 Anomaly — Root Cause Identified, Written Explanation Still Needed
ANALYZED INTERNALLY (Apr 2026): Root cause is CIM Bank vendor payment timing. April CIM outflows were €67K — lowest of any month vs €122K average. Viber Media received zero payments in Jan/Feb/Mar (only €14K total Q1), then €40K in April as billing caught up. Non-Viber CIM costs also abnormally low in April. Under cash-basis accounting this creates an artificial 50% margin month. Revenue side was normal. This is not fabricated but it distorts the FY2025 reference year — April normalized net profit ≈ $80K vs reported $174K, reducing FY2025 normalized profit by ~$94K and purchase price by ~$131K. Written acknowledgment from Sergii still needed to lock in normalization before price is agreed.
ANALYZED — NORMALIZATION NEEDED
OPEX Reconciliation — $139K Gap
OPEX detail file: $729K. Main P&L: $590K. $139K unexplained. If these are real expenses, purchase price drops ~$97K.
MISSING
Consolidated Monthly P&L (Jan 2023–Dec 2025)
Cash-basis only — not GAAP/IFRS. Useful for trend analysis but not for final price.
RECEIVED
Comparison Revenue & Margin Analysis
RECEIVED
Working Capital Summary (narrative)
RECEIVED
🏦 Banking & Cash Verification
CIM Bank Statements — IT-Decision Telecom OÜ (Jan 2024–Jan 2026)
ANALYZED Apr 2026. External customer inflows €1.02M — top payers are major EU CPaaS aggregators (Route Mobile UK €197K, Infobip UK €153K, Link Mobility Poland €244K). Intercompany sweeps from Ukraine LLC €538K. Top outflow: Viber Media Sarl €568K (primary EU COGS vendor). Unknown items flagged: Card 5307 7289 2301 9488 (€46K), Grifinum s.r.o. (€41K), techoraco Limited (€26K), LEADING EXPO DESIGN (€26K), Accelerator OU (€20K), 7-LIN Group (€13K) — all require identification.
ANALYZED
Paysera Statements — IT-Decision Telecom OÜ (Jan 2024–Jan 2026)
ANALYZED Apr 2026. €515K inflows / €507K outflows. Largest customer: Telesign Corporation €240K (major US CPaaS). Found additional off-P&L payments: Sergii Diachenko €500/mo salary + €11.5K lump sums; Denys Shkarupa €5K; Dmytro Chaurov €15.6K consultancy; Hasan Can Turker €6.4K monthly sales consulting; 4B Advisors Inc €12.6K recurring legal fees.
ANALYZED
Ukraine PrivatBank Statements (2024 + 2025)
ANALYZED Apr 2026. $2.82M inflows / $2.80M outflows — essentially a pass-through. Enterprise clients confirmed in banking: Ukrainian Railways $296K, PrivatBank/Viber intermediary $564K, Omega LLC $197K (unidentified — needs asking), State ICS $157K. Primary COGS vendor: Lifecell (ЛАЙФСЕЛЛ) $1.81M — wholesale Viber/SMS routes. Off-P&L: Sergii FOP $61.6K, Denys FOP $20.6K, 5 other unidentified FOP contractors ~$50K total.
ANALYZED
Binance USDT Ledger + TXID Export — Sergii Diachenko (FY2025)
ANALYZED Apr 2026. 633 deposits ($920K) / 199 withdrawals ($749K). All 5 top withdrawal wallets identified by Sergii: employee bonuses Ukraine $163K, GreenSatellite Voice vendor $74K, Ask-Voip Voice vendor $60K, Nina Leshan Head of Voice $41K, Denys Shkarupa $43K. 72 unique withdrawal addresses total. $385K deposit/P&L gap still unreconciled.
ANALYZED
Binance Deposit-to-P&L Reconciliation ($385K gap)
Binance received $920,324 in USDT in FY2025 but only $535,149 was recognized as P&L revenue. The $385K difference must be explained in writing — prior-period rollovers, personal inflows, or unrecognized revenue?
MISSING — CRITICAL
US Entity Bank Statements — BoA + PayPal + Wise (Jan–Dec 2025)
ANALYZED Apr 2026: BoA $442K deposits (wire transfers from telecom businesses) + PayPal $59K USD + €22K EUR + Wise €43K + $43K. Combined external ~$474K vs $487K P&L claim (within 3%). Revenue substantially verified.
ANALYZED
CIM Bank Compliance Clearance — Estonian Bank History
Sergii confirmed (2026-04-02): CIM Bank chosen for safety after "scares" with Estonian banks. Plausible — Estonian banks (LHV, Swedbank, SEB) have intensified AML scrutiny on Ukraine-linked entities and USDT-adjacent businesses post-2022. However "scares" is vague and must be clarified before closing. Need to ask: (1) Which Estonian bank(s) and what specifically happened — enhanced due diligence request, account freeze, or full termination? (2) Was there a formal compliance investigation? (3) Any pending AML/KYC action from any bank? A voluntary move for convenience is fine; a forced account closure for compliance reasons is a material undisclosed liability. CIM account currently healthy (€318K balance as of Mar 2026, active since at least Jan 2024).
PARTIAL — FOLLOW-UP NEEDED
USDT Corporate Account (or exclusion from normalized profit)
Require Sergii to either (a) move crypto revenue to a corporate entity account, or (b) agree to exclude USDT revenue from the price calculation baseline.
MISSING
📑 Revenue & Customer Contracts
Enterprise Sales Contracts — Ukrainian Railways, State ICS, Omega LLC, PrivatBank/Viber
Clients confirmed in Ukraine PrivatBank statements. REQUESTED FROM SERGII 2026-04-02. Need: tender documents, term lengths, auto-renewal clauses, war-risk termination provisions for all four. Also: identify Omega LLC ($197K / 10 payments — not yet explained). Note: Sergii is employee/director of Ukraine LLC; Denys is contractor for Ukraine LLC.
REQUESTED — AWAITING DOCS
All CPaaS & Voice Contracts List
Active contracts only. Enterprise/Ukrainian state contracts not included in this file.
RECEIVED
Customer Revenue Waterfall — 24 Months (SMS, Viber, Voice)
RECEIVED
📊 Financial Statements by Entity
Full Balance Sheet — IT-Decision Telecom OÜ (Dec 31, 2025)
Unconsolidated. Must show all intercompany balances, payables, deferred revenue, undisclosed liabilities. You're buying this entity — the consolidated group view is not sufficient.
MISSING
Estonian Entity Standalone P&L (FY2025)
Unconsolidated — Estonian OÜ only, eliminating intercompany. You're acquiring this entity, not the group.
MISSING
USA ITD Telecom LLC Financials (2023–2025)
RECEIVED
UAE DecisionTelecom LLC P&L (2025 — AED)
RECEIVED
Ukraine IT-Decision Telecom LLC P&L (2023–2025)
RECEIVED
🏢 Corporate Structure & Legal
Amended Schedule 7.3 — Subsidiary Disclosure
SPA §7.3(d) says "no subsidiaries" but USA + Ukraine entities are active. This is a warranty breach. Must be corrected with amended Schedule 7.3 before signing.
MISSING
IP Assignment Agreements — All Developers
Platform IP built by Ukrainian developers must be formally assigned to IT-Decision Telecom OÜ. This is a closing condition — do not close without it.
MISSING
UAE Entity Dissolution Certificate
DecisionTelecom LLC Dubai is in process of closure. Confirm completion with zero outstanding liabilities, creditor claims, or regulatory holds.
MISSING
⚖️ Regulatory & Compliance
Estonian Statutory Review — Is It Legally Required? (OÜ Threshold Check)
Under the Estonian Accounting Act, companies meeting 2 of 3 thresholds for 2 consecutive years must have a statutory review (köhustuslik ülevaatus) conducted annually. IT-Decision Telecom OÜ exceeds: (1) Revenue — €4.8M vs €2M threshold ✓, (2) Employees — 32 vs 24 threshold ✓. Both thresholds met in FY2024 and FY2025. Question sent to Sergii (2026-04-02): Has a statutory review or full audit ever been conducted? If yes, the review report must be obtained. If no, this is a legal compliance failure that must be disclosed and remediated — either complete a retroactive review or accept as a closing risk with appropriate indemnity. Reference: koda.ee thresholds (updated Jan 2025).
PENDING — AWAITING SERGII
FCC Change-of-Control Legal Opinion — US subsidiary
ITD Telecom LLC holds FCC FRN: 0033199233. Ownership change may require Form 499-A notification or prior approval. Legal opinion needed before closing.
MISSING
Estonian Financial Supervisory Authority (Finantsinspektsioon) Review
Confirm IT-Decision Telecom OÜ holds no fintech or payment processing licenses that require regulator approval for change of control.
MISSING
👥 Personnel & Compensation
Employee Compensation Schedule (32 employees)
Founders not included. Yulia Varenichenko listed at $20,000 USD/month — almost certainly UAH data entry error.
RECEIVED (incomplete)
Founders' Compensation — Formal Acknowledgment (see Valuation)
Built from bank analysis: Sergii ~$142K/yr, Denys ~$69K/yr across Ukraine FOPs, Paysera, US entity, and USDT. Founders must formally acknowledge total compensation in writing for SPA §7.12 compliance and price normalization.
ANALYZED — ACK REQUIRED
5 Unidentified FOP Contractors — Ukraine PrivatBank
Regular monthly FOP payments not in 32-person payroll file: Дашкевич М.М. ~$17.4K (18 pmts), Єлдирьова В.О. ~$12.5K (8 pmts), Хайницька А.Ф. ~$11.7K (18 pmts), Коломієць О.С. ~$5.2K (13 pmts), Щерба Н.П. ~$1.2K (6 pmts). Combined ~$48K/yr. Are these employees paid off-payroll? Contractors? Need identification and role.
MISSING
Dmytro Chaurov — Role Clarification
Paid from two accounts simultaneously: Paysera €15.6K (4 invoices, "consultancy") + Ukraine PrivatBank UAH ~$2K (13 monthly payments). Cross-account payments to same individual need explanation.
MISSING
Corrected Compensation Entry — Yulia Varenichenko
$20,000 USD/month for Support SMS role is 20× the highest Ukrainian salary. Confirm USD vs UAH.
MISSING
Denys Shkarupa Employment Agreement — Closing Condition
SPA §11.1(i) requires this as a closing condition. Denys has no existing employment contract and no fixed salary. Must be drafted from scratch. Need to agree: role/title, compensation structure, scope of authority.
MISSING — CLOSING CONDITION
🔍 Unknown Vendors & Payments — Require Identification
Card 5307 7289 2301 9488 — CIM Bank
€46,002 / 10 transactions in FY2025. ~€4,600/month average — consistent with a salary or personal card settlement. Whose card? What for?
MISSING
Grifinum s.r.o. — CIM Bank
€41,110 / 7 transactions. Czech company (Česká spořitelna). Payments grew Jan–Sep. No obvious telecom connection. Vendor, contractor, or personal?
MISSING
techoraco Limited — CIM Bank
€26,429 / 2 large payments (Jan + Mar), then stops. UK company (Lloyds Bank). Unknown purpose.
MISSING
LEADING EXPO DESIGN — CIM Bank
€26,631 / 2 payments (Jan €21K + Mar €5K). Slovakia. Possibly trade show / booth design — but €21K in January is large. Confirm purpose.
MISSING
Accelerator OU — CIM Bank (also Paysera inflow)
€20,445 paid out via CIM Bank (6 txns), but also sends money IN to Paysera (~€10K). Two-way relationship — reseller, affiliate, or related party?
MISSING
4B Advisors Inc — Paysera
€12,635 / 9 consecutive monthly invoices labeled "legal services." ~€1,350/month Jan–Sep 2025. Who is this firm? Should appear in OPEX.
MISSING
Hasan Can Turker — Paysera
€6,413 / 8 monthly payments for "sales and consultancy services." Turkish individual. Not in payroll. What sales is he working on?
MISSING
Omega LLC — Ukraine PrivatBank
$197K / 10 transactions — 4th largest customer in Ukraine. Never mentioned by Sergii. Who is this client and what services?
MISSING

Total Transactions

832
FY2025 · Sergii Diachenko

Total Deposits

$920,324
633 transactions

Total Withdrawals

$749,082
199 transactions

Labeled

0
of 832 transactions

On-Chain TxIDs

391
deposits verifiable on TRON
Click any Label cell to type. Suggestions: customer · vendor · Sergii personal · founder comp · employee pay · fee · unknown. Press Enter to confirm. Hit "Apply to all X USDT" to label every transaction of the same amount & direction at once. Labels are saved in your browser. Wallet addresses and TxIDs now included — on-chain deposits can be verified on tronscan.org.
🏦 Top Withdrawal Wallets — Ask Sergii to Identify

These 5 addresses received $380K of the $749K total withdrawn. Click any address to view on TRON blockchain. Who owns each wallet?

Wallet Address Total Received Txns Avg Label / Owner
TKgm2g5VmmbBeXNnG2vK8cmAfgsoUZjCcy $162,697 14 $11,621 LARGEST
TABgdgRG7n4GWfa3g5yF2ArVT1qNXkehiP $73,500 8 $9,188
TJcWj7XBNpUMFEM8CLpG1EFqXNnHSrFfCk $59,500 12 $4,958
TJV5KgSbcUKVFU4ECHJo3sShhpyzf3BxGp $43,443 5 $8,689
TTFczqmrwToGbMsxpREtUcE1TQigSFuH5N $40,932 23 $1,779 23 TXNS
# Date / Time Type Amount (USDT) Address TxID Label — click to edit Bulk Action
Offer — Scenario 1 (Normalized): 70% acquisition of IT-Decision Telecom OÜ. Reported net profit adjusted for confirmed off-P&L compensation paid to founders and key staff. Valuation at 2× normalized net profit.

Normalized Net Profit

$651K
FY2025 · after adjustments

Enterprise Value (2×)

$1.30M
2× normalized NP

Purchase Price (70%)

$912K
LTV Holdings stake

Down Payment (60%)

$547K
At closing · wire
📊 P&L Foundation — FY2025
Revenue
$5.19M
FY2025 total
−
COGS
$3.70M
carrier & vendor costs
=
Gross Profit
$1.49M
28.8% margin
−
OpEx
$590K
reported expenses
=
Reported Net Profit
$903K
before normalization
⚖️ Normalization Adjustments
Person Amount Source
Sergii Diachenko −$142,000 Off-P&L — US entity + Paysera
Denys Shkarupa −$69,000 Off-P&L — Paysera + USDT wallet
Nina Leshan −$41,000 Off-payroll — USDT wallet comp
Total Adjustments −$252,000
Normalized Net Profit $651,167 $903K − $252K

Reported vs Normalized

🧮 Valuation Formula
Normalized Net Profit
$651K
FY2025 · adjusted
×
2× multiple
Enterprise Value
$1.30M
100% of business
×
70% stake
Purchase Price
$912K
LTV Holdings pays
💰 Offer Structure
Component Amount %
Purchase Price $911,634 100%
Down Payment (at closing) $546,980 60%
Deferred Payments (24 months) $364,654 40%
Monthly deferred payment ~$15,194 —

Payment Split

🏢 Post-Closing Equity

LTV Holdings Limited

70%
Buyer · Hong Kong

Sergii Diachenko

15%
Founder · CEO

Denys Shkarupa

15%
Co-founder · CTO
Background (April 14, 2026): The seller noted that USDT amounts are "a part of salary that was included into consolidated financial report" under the salary line item, specifically referencing Nina Leshan's salary. This page examines that statement against the available financial data to determine where these amounts appear and whether any reconciliation is needed.
Q1 Is USDT included in the salary line of the consolidated P&L?

Answer: No.

In the consolidated P&L provided by the seller, USDT appears as a separate revenue line labeled "USDT (crypto)" totaling $535,149 for FY2025. It is not part of the "Salaries Fix Rate" expense line. These are two different line items on opposite sides of the income statement (revenue vs. expense).
P&L Line ItemCategoryFY2025
EU SalesRevenue$1,364,231
US SalesRevenue$486,692
USDT (crypto)Revenue$535,149
Outside-EURevenue$313,547
EstonianRevenue$55,696
...
Salaries Fix RateExpense~$215,000
Q2 Is Nina Leshan's salary already accounted for? Was the USDT wallet reported as salary?

Where Nina's Salary Appears

Nina Leshan (Head of Voice & DID Sales) is listed in the official compensation file (Compensation_FY2025.xlsx, provided by seller in the data room). Her salary was paid by the Ukrainian entity (IT-Decision Telecom LLC, Ukraine) and is denominated in USD.
PeriodMonthly SalarySource FileEntity
Jan–Aug 2025 (8 months)$650/moCompensation_FY2025.xlsx (Jan25–Aug25 tabs)Ukraine LLC
Sep–Dec 2025 (4 months)$1,200/moCompensation_FY2025.xlsx (Sep25–Dec25 tabs)Ukraine LLC
FY2025 Base Salary Total$10,000
The compensation file also shows monthly performance bonuses (labeled "Accrued Bonus") totaling $22,642 for FY2025. Combined payroll: $32,642.

Was the USDT Wallet Ever Labeled as Salary?

No. The wallet TTFczqmrwToGbMsxpREtUcE1TQigSFuH5N was identified from Sergii Diachenko's personal Binance withdrawal history (binance-withdraw-history-2025.xlsx). In that file, withdrawals are listed only by wallet address, amount, date, and network (TRC-20) — there is no label, memo, or description field identifying any withdrawal as "salary."

The wallet was attributed to Nina Leshan by the seller via WhatsApp on April 1, 2026, when he disclosed the top 5 recipient wallets. Prior to that disclosure, no data room document connected this wallet to Nina or to salary payments.

Was Nina's Payroll Salary Verified Against a Bank Account?

No bank account statement shows payments to Nina Leshan. We searched all available bank statements:
Bank AccountEntityStatements AvailableNina Payments Found?
CIM Bank (Estonia)IT-Decision Telecom OÜJan 2024 – Jan 2026None
Paysera (Estonia)IT-Decision Telecom OÜJan 2024 – Jan 2026None
Bank of America (USA)ITD Telecom LLCFY2025None
Ukraine bank statementsIT-Decision Telecom LLCFY2024–FY2025None
The compensation file confirms Nina is paid by the Ukrainian entity, but no corresponding bank transfer to her appears in the Ukraine bank statements. This suggests USDT may be the actual payment mechanism for her compensation — however, the USDT payments flow through the CEO's personal Binance account, not through any company bank account.

Month-by-Month Comparison: Payroll File vs. USDT Payments

If the USDT wallet is the payment mechanism for Nina's payroll salary + bonuses, the amounts should match. Below is the month-by-month comparison:
Month Salary
(Comp File)		 Bonus
(Comp File)		 Payroll Total USDT Sent
(Binance)		 Difference USDT Txns
Jan 2025$650$2,015$2,665$5,100+$2,4351
Feb 2025$650$2,235$2,885$6,165+$3,2803
Mar 2025$650$1,864$2,514$3,236+$7221
Apr 2025$650$793$1,443$650-$7931
May 2025$650$854$1,504$3,957+$2,4532
Jun 2025$650$782$1,432$650-$7821
Jul 2025$650$618$1,268$1,128-$1401
Aug 2025$650$2,093$2,743$2,091-$6523
Sep 2025$1,200$2,250$3,450$3,994+$5443
Oct 2025$1,200$3,386$4,586$5,888+$1,3022
Nov 2025$1,200$3,298$4,498$4,328-$1703
Dec 2025$1,200$2,454$3,654$3,745+$912
FY2025 Total$10,000$22,642$32,642$40,932+$8,29023
Key finding: The USDT total ($40,932) exceeds the payroll total ($32,642) by $8,290. The amounts do not match month-to-month — some months USDT exceeds payroll, other months it falls short. This inconsistency means the USDT is not a direct 1:1 payment of the payroll amounts.

Nina Leshan — Full Compensation Summary

RoleHead of Voice & DID Sales
Payroll (Compensation_FY2025.xlsx — Ukraine entity)
Base salary (Jan–Aug @ $650, Sep–Dec @ $1,200)$10,000
Performance bonuses (12 months)$22,642
In compensation file?YES
Verified in bank statements?No bank record found
USDT (Sergii's Personal Binance → TRC-20 Wallet)
Wallet addressTTFczqmrwToGbMsxpREtUcE1TQigSFuH5N
Total received (FY2025)$40,932
Number of transactions23
In compensation file?NO
Labeled as "salary" in Binance records?NO — no label/memo field
Disclosed as salary before Apr 14?NO — wallet identified Apr 1; salary claim Apr 14
Payroll total$32,642
USDT total$40,932
Unexplained difference$8,290
Summary: Nina's base salary and bonuses are documented in the payroll file ($32,642/yr). However, no bank statement shows these payments being made. The USDT wallet received $40,932 — $8,290 more than the payroll total. The USDT wallet was never labeled as "salary" in any document until the seller's statement on April 14, 2026. If USDT is the payment mechanism, the $8,290 overage and the lack of any prior salary labeling need to be reconciled.
Q3 What other USDT payments were made from the Binance account?
The CEO's Binance account had $749K in total withdrawals during FY2025. Five top recipient wallets were identified by the seller on April 2, 2026 (via WhatsApp). These are listed below.
Recipient Category Amount Txns Appears in P&L? Notes
Employee Bonus Wallet
TKgm2g5VmmbBeXNnG2vK8cmAfgsoUZjCcy		 Compensation $162,697 14 Not found Described as employee bonus distribution; not visible in salary or bonus expense lines
GreenSatellite Company (Voice vendor)
TABgdgRG7n4GWfa3g5yF2ArVT1qNXkehiP		 Vendor / COGS $73,500 8 Unclear May be captured in COGS if invoiced through the company
Ask-Voip Company (Voice vendor)
TJcWj7XBNpUMFEM8CLpG1EFqXNnHSrFfCk		 Vendor / COGS $59,500 12 Unclear May be captured in COGS if invoiced through the company
Denys Shkarupa (CTO / 15% equity)
TJV5KgSbcUKVFU4ECHJo3sShhpyzf3BxGp		 Compensation $43,443 5 Not found Co-founder compensation; not visible in the salary expense line
Nina Leshan (Head of Voice)
TTFczqmrwToGbMsxpREtUcE1TQigSFuH5N		 Compensation $40,932 23 Not found Regular payments alongside official $1,200/mo payroll salary
Subtotal — Identified $380,072 — 51% of total withdrawals
Remaining withdrawals (not yet identified) Pending $369,010 — 49% of total — recipients not yet disclosed
Total Withdrawals $749,082 199
Q4 If these USDT payments are salary, how does that affect the P&L?
If the USDT compensation payments ($247K across the bonus wallet, Nina, and Denys) are legitimate salary, they should be recorded as expenses, which would reduce net profit accordingly. The table below shows the reported figures alongside an adjusted view that includes these amounts as operating expenses.
Line Item Amount Source
Reported Net Profit (FY2025) $903,000 Seller's consolidated P&L
USDT Compensation Not Currently in Expenses
Employee bonus wallet -$162,697 14 transactions to distribution wallet
Nina Leshan (USDT portion) -$40,932 23 transactions; not in payroll file
Denys Shkarupa (CTO) -$43,443 5 transactions to co-founder wallet
Other Compensation Not in Consolidated Salary Line
Sergii Diachenko (BoA + PayPal) -$62,092 US entity payments to CEO
Adjusted Net Profit $593,836 If all identified compensation is expensed
Enterprise Value (2x) $1,187,672
70% Purchase Price $831,370 vs. $1,264K at reported profit
Q5 What about the $385K gap between Binance deposits and P&L revenue?

The Numbers

Total Binance Deposits (FY2025)$920,324
USDT Revenue in P&L$535,149
Difference$385,175
$920K was deposited into the Binance account but only $535K appears as revenue in the P&L. The identified outflows ($380K in compensation and vendor payments) roughly account for this difference, but a formal reconciliation would confirm this.

Identified Outflows That May Explain the Gap

Vendor payments (GreenSatellite + Ask-Voip)$133,000
Employee bonuses$162,697
Founder/employee compensation$84,375
Total identified outflows$380,072
If USDT deposits were received as customer revenue and then partially used to pay vendors and staff, the net amount booked as revenue ($535K) would represent the gross deposits minus those outflows. A deposit-by-deposit mapping would confirm this interpretation.
Q6 Do individual employee compensation totals match the P&L salary lines?

Methodology

The seller's Compensation_FY2025.xlsx lists every employee by month with salary (in UAH, EUR, or USD) and accrued bonuses. We summed all individual compensation and compared against the consolidated P&L: Row 21 "Salaries Fix Rate" + Row 20 "Salaries Administrative" for salaries, and Row 22 "Sales Plan Bonuses Payable" for bonuses. Currency conversion uses approximate 2025 rates (USD/EUR 0.92, UAH/EUR at 42 UAH per EUR).

Result: Bonuses Match Exactly. Salaries Have a 20% Gap.

Seller stated (Apr 14): "all salaries were included into consolidated financial report." Here are the actual totals. Yulia Varenichenko corrected to $2,000/mo per seller (clerical error — was listed as $20,000).
CategoryComp File Total (EUR)P&L Total (EUR)DifferenceMatch?
Bonuses €205,936 €205,938 €2 Exact match
Salaries (all employees, Yulia @ $2K) €252,607 €209,752 €42,855 20% gap
Bonuses are verified. The comp file bonus totals match P&L Row 22 within €2 for the full year — every single month is an exact match. This validates the comp file as a reliable data source.

Salaries show a €42,855 gap (20%). After correcting Yulia Varenichenko to $2,000/month (per seller), the comp file shows €252,607 in total salaries vs €209,752 in the P&L. This is in the right ballpark — but not the exact match you'd expect if "all salaries were included." Part of this is likely FX rate variance on a cash-basis P&L, but a ~20% gap warrants explanation.

Yulia Varenichenko — Corrected to $2,000/month (Clerical Error)

The comp file listed Yulia Varenichenko ("Support SMS") at $20,000/month — a clerical error confirmed by the seller. Correct salary is $2,000/month ($24,000/year). This is consistent with similar roles in the file.
Annual salary (corrected)$24,000 (€22,080)
Role listed"Support SMS"
Original error$20,000/mo — extra zero, confirmed clerical
Impact on gapReduced from €241K to €43K (remaining 20% gap)

Month-by-Month Comparison (All Employees, Yulia @ $2K)

With Yulia corrected to $2,000/month, comp file salaries track the P&L within ~20%. January is a consistent outlier (P&L shows only €5.5K — likely a cash-timing difference where Jan salaries were paid in Feb).
MonthEUR StaffUSD Staff (incl Yulia)UAH StaffComp Total (EUR)P&L Rows 20+21Δ
Jan€3,500$11,800₴234,000€19,927€5,491+€14,436
Feb€3,500$11,800₴234,000€19,927€18,777+€1,150
Mar€3,500$13,300₴234,000€21,307€14,765+€6,542
Apr€3,500$13,300₴234,000€21,307€11,846+€9,461
May€4,800$13,300₴194,000€21,655€15,944+€5,711
Jun€4,800$13,300₴194,000€21,655€20,710+€945
Jul€3,500$13,300₴194,000€20,355€20,193+€162
Aug€3,500$13,300₴190,000€20,260€17,792+€2,468
Sep€3,500$13,200₴190,000€20,168€21,473−€1,306
Oct€4,800$13,950₴184,000€22,015€21,092+€923
Nov€4,800$13,950₴184,000€22,015€21,092+€923
Dec€4,800$13,950₴184,000€22,015€20,576+€1,439
FY2025 €252,607€209,752+€42,855
USD employees converted at $1 = €0.92. UAH employees converted at ₴42 = €1. Actual cash-basis rates vary monthly, explaining some variance — but not the full 20% gap. Jan + Mar + Apr alone account for €30K of the €43K difference (likely payment timing on cash-basis books).

Employee Breakdown (Dec 2025 Snapshot)

CurrencyHeadcountMonthly TotalEUR EquivalentNotes
EUR4€4,800€4,800Abrahamyan, Yeldyrova, Vereschak, Bokach
USD (all incl. Yulia @ $2K)10$13,950€12,834Nina ($1,200), Tamara ($2,000), Yulia ($2,000), etc.
UAH11₴184,000€4,381Ukraine-based staff (Chaurov, Tsyba, Hieienko, etc.)
Total25€22,015

Addressing Seller's Claim: "All Salaries in the Consolidated Financial"

Bonuses: Confirmed. The comp file bonus totals match P&L Row 22 within €2 — every month, every euro. The comp file is a reliable data source.

Salaries: Close but not exact. With Yulia corrected to $2K, the comp file shows €252,607 vs €209,752 in the P&L — a €43K (20%) gap. Some of this is FX timing on a cash-basis P&L (Jan alone is €14K off, likely paid in Feb). But the claim that "all salaries were included" is approximately true, not precisely true.

Nina Leshan specifically: Her payroll salary + bonuses total $32,642/year. She received $40,932 in USDT — a $8,290 gap (~25%), not the $40K discrepancy it first appeared. The USDT likely includes her salary, but the overage and irregular monthly pattern still need explanation. See Q2 for the full month-by-month breakdown.
📋 Items to Reconcile
To fully close this topic, the following information would be helpful:
1

USDT deposit-by-deposit reconciliation

A mapping of each Binance deposit to either customer revenue or internal/personal transfer would clarify the $385K difference between deposits ($920K) and booked revenue ($535K).

2

Complete list of USDT-compensated employees

The official compensation file shows ~$215K in salary for 30 employees. If additional staff are compensated via USDT, a complete list would allow accurate total compensation to be calculated.

3

Bonus wallet recipient breakdown

The bonus distribution wallet (TKgm2g...UZjCcy) received $162,697 across 14 transactions. A breakdown of which employees received these bonuses would help verify there is no overlap with other compensation channels.

4

Salary gap — comp file €253K vs P&L €210K (20% difference)

After correcting Yulia Varenichenko to $2,000/month (clerical error confirmed by seller), the comp file still shows ~20% more in salaries than the P&L. Part is likely FX timing on cash-basis books, but a full reconciliation would confirm whether all employees are captured in the P&L salary line.

5

Remaining withdrawal recipients ($369K)

Five wallets accounting for $380K of $749K in withdrawals have been identified. The remaining $369K (49%) has not yet been attributed to specific recipients or purposes.

📝 Communication Log
DateStatement / ActionStatus
Apr 1, 2026 Seller provided Binance wallet addresses and TxIDs; confirmed 5 top withdrawal recipients via WhatsApp Received
Apr 2, 2026 Seller confirmed CIM Bank choice was precautionary (Estonian bank closures), not forced Verified
Apr 14, 2026 "USDT amount is a part of salary that was included into consolidated financial report" under the salary line item, including Nina's salary Partially verified — bonuses match exactly; salaries ~20% off; Nina's USDT exceeds payroll by $8,290
Apr 15, 2026 Seller confirmed Yulia Varenichenko $20,000/month was a clerical error — correct salary is $2,000/month Acknowledged