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Unaudited Financial Statements for the Year Ended 31 December 2019 |
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That Device Company Limited |
REGISTERED NUMBER:
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Unaudited Financial Statements for the Year Ended 31 December 2019 |
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for |
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That Device Company Limited |
That Device Company Limited (Registered number: 07538198) |
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Contents of the Financial Statements |
for the Year Ended 31 December 2019 |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 4 |
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That Device Company Limited |
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Company Information |
for the Year Ended 31 December 2019 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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ACCOUNTANTS: |
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Chartered Accountants |
5a Frascati Way |
Maidenhead |
Berkshire |
SL6 4UY |
That Device Company Limited (Registered number: 07538198) |
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Balance Sheet |
31 December 2019 |
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31.12.19 | 31.12.18 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
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Investments | 5 |
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CURRENT ASSETS |
Debtors | 6 |
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Cash at bank and in hand |
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CREDITORS |
Amounts falling due within one year | 7 | ( |
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NET CURRENT (LIABILITIES)/ASSETS | ( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
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CREDITORS |
Amounts falling due after more than
one year |
8 |
( |
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( |
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NET LIABILITIES | ( |
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CAPITAL AND RESERVES |
Called up share capital | 11 |
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Share premium |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS | ( |
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That Device Company Limited (Registered number: 07538198) |
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Balance Sheet - continued |
31 December 2019 |
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The directors acknowledge their responsibilities for: |
(a) |
ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the
Companies Act 2006 and |
(b) |
preparing financial statements which give a true and fair view of the state of affairs of the company as
at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
and were signed on its behalf by: |
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That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements |
for the Year Ended 31 December 2019 |
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1. | STATUTORY INFORMATION |
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That Device Company Limited is a
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Wales. The company's registered number and registered office address can be found on the |
Company Information page. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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The accounts are prepared on a going concern basis as in the opinion of the directors the company |
has sufficient finance available to it to meet its obligations as they fall due for the foreseeable |
future, that is at least 12 months from the date of approval of the accounts. |
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Significant judgements and estimates |
In the application of the company's accounting policies the directors are required to make |
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are |
not readily apparent from other sources. The estimates and associated assumptions are based on |
historical experience and other factors that are considered to be relevant. Actual results may differ |
from these estimates. |
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The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to |
accounting estimates are recognised in the period in which the estimate is revised if the revision |
affects only that period, or in the period of the revision and future periods if the revision affects |
both current and future periods. |
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The company's key source of estimation uncertainty relates to the recoverability of balances due |
from its subsidiaries. The recovery of amounts due rely on future cashflows being generated by the |
debtor which cannot be assured at a level sufficient to repay the amount in full. If amounts due to |
the company from its subsidiaries were not recovered, the company would incur a bad debt charge |
of £1,100,340 based on amounts due to the company at the balance sheet date. |
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Turnover |
Turnover represents amounts invoiced to customers net of value added tax, for goods and services |
supplied by the year end. Licence and subscription revenues are recognised on a straight line basis |
over the period of the respective agreements giving rise to deferred revenue at the year end. |
That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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2. | ACCOUNTING POLICIES - continued |
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Tangible fixed assets |
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Fixtures and fittings | - |
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Computer equipment | - |
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Tangible assets are included at cost less depreciation and impairment. |
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Financial instruments |
Basic financial instruments are recognised at amortised cost using the effective interest method, |
except for investments in non-convertible preference and non-puttable preference and ordinary |
shares, which are measured at fair value, with changes recognised in profit or loss. Derivative |
financial instruments are initially recorded at cost and thereafter at fair value, with changes |
recognised in profit and loss. |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income |
Statement, except to the extent that it relates to items recognised in other comprehensive income |
or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been |
enacted or substantively enacted by the balance sheet date. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed |
at the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods |
different from those in which they are recognised in financial statements. Deferred tax is measured |
using tax rates and laws that have been enacted or substantively enacted by the year end and that |
are expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is |
probable that they will be recovered against the reversal of deferred tax liabilities or other future |
taxable profits. |
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Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling |
at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate |
of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving |
at the operating result. |
That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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2. | ACCOUNTING POLICIES - continued |
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Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the |
period of the lease. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the |
company's pension scheme are charged to profit or loss in the period to which they relate. |
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Investments |
Investments held as fixed assets are shown at cost less provision for impairment. |
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Consolidation |
The company is exempt from preparing consolidated financial statements under Part 15 of the |
Companies Act 2006 on the grounds that the group headed by That Device Company Limited is |
small. These financial statements therefore present information about the company as an individual |
undertaking and not about its group. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 1 January 2019 |
and 31 December 2019 |
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DEPRECIATION |
At 1 January 2019 |
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Charge for year |
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At 31 December 2019 |
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NET BOOK VALUE |
At 31 December 2019 |
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At 31 December 2018 |
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That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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5. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2019 |
and 31 December 2019 |
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NET BOOK VALUE |
At 31 December 2019 |
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At 31 December 2018 |
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The company's investments at the Balance Sheet date in the share capital of companies include the |
following: |
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Registered office: United States of America |
Nature of business:
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Class of shares: | holding |
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£ | £ |
Aggregate capital and reserves | ( |
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Loss for the year | ( |
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Registered office: Canada |
Nature of business:
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% |
Class of shares: | holding |
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£ | £ |
Aggregate capital and reserves | ( |
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Loss for the year | ( |
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That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.19 | 31.12.18 |
£ | £ |
Trade debtors |
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Amounts owed by group undertakings |
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Other debtors |
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7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.19 | 31.12.18 |
£ | £ |
Trade creditors |
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Taxation and social security |
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Other creditors |
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Within other creditors, a balance of £2,093,374 relates to convertible loan notes which have been |
subsequently cleared post year-end as a result of the acquisition by VitalTech Community LLC. |
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Within other creditors, a balance of £74,502 relates to deferred income. |
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8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.19 | 31.12.18 |
£ | £ |
Other creditors |
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All balances due more than one year relate to deferred income. |
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9. | LOANS |
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During the period, the company issued unsecured Convertible Loan Notes totalling £479,892, |
($622,500), which attract an annual fixed interest rate of 8%. The loan notes have a redemption |
date of 18 months subsequent to the anniversary of the date of issue. Redemption on sale is |
triggered by any of the following; |
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a) the automatic redemption date; |
b) a Fund Raising Conversion Event; or |
c) an Optional Early Repayment Event. |
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In the opinion of the directors, the fair value of the loan notes is equivalent to their amortised cost. |
That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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10. | LEASING AGREEMENTS |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.19 | 31.12.18 |
£ | £ |
Within one year |
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11. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
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Number: |
Class: |
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Nominal |
31.12.
19 |
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31.12.
18 |
Value: | £ | £ |
550,915 | Ordinary | 1p | 5,511 | 5,454 |
4,400 | B Ordinary | 1p | 44 | 44 |
182,523 | Series A | 1p | 1,825 | 1,825 |
27,404 | Series A-1 | 1p | 274 | 274 |
7,654 | 7,597 |
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A total of 5,511 (31 Dec 2018: 18,766) Ordinary shares of 1p each were issued during the year at the |
following premiums: |
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Shares | Premium per |
share |
5,511 | £17.64 |
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On a return of assets, liquidation, capital reduction, or otherwise, the assets of the company |
available for distribution amongst shareholders will be applied equally between all three share |
classes. The shareholders of the 'B' Ordinary Shares shall not be entitled to receive or to exercise |
voting rights in respect of, any written resolution of the Company. The Series A Shares and the |
Ordinary Shares shall rank pari passu in all respects but shall constitute separate classes of shares. |
The holders of each share class shall be entitled to, in proportion to the respective number of fully |
paid shares, any unpaid arrears and accruals of participating dividends relating to their share class |
solely. |
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The holders of any Series A Shares shall be entitled to covert into Ordinary Shares; |
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a) on the date of a notice given by the Series A Investor Majority |
b) immediately prior to the occurrence of a Qualifying IPO |
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The holders of the B Ordinary Shares shall be entitled to convert into Ordinary Shares ; |
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a) immediately prior to the occurrence of a Qualifying IPO |
That Device Company Limited (Registered number: 07538198) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2019 |
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12. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
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The following advances and credits to a director subsisted during the year ended 31 December 2019 |
and the period ended 31 December 2018: |
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31.12.19 | 31.12.18 |
£ | £ |
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Balance outstanding at start of year |
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Amounts advanced |
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Amounts repaid | ( |
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Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
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13. | RELATED PARTY DISCLOSURES |
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At the period end, the company was owed £721,548 (31 Dec 2018: £745,961), from Breezie Inc., a |
100% owned subsidiary in relation to financing activities. Amounts due are unsecured, interest free |
and repayable on demand. |
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At the period end, the company was owed £378,792 (31 Dec 2018: £264,999) from Breezie |
Technologies Limited, a 100% owned subsidiary in relation to financing activities. Amounts due are |
unsecured, interest free and repayable on demand. |
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14. | POST BALANCE SHEET EVENTS |
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On 12th February 2020, VitalTech Community LLC acquired 100% of That Device Company Limited |
and settled all outstanding loan notes. |
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15. | CONTROLLING PARTY |
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In the opinion of the directors, VitalTech Community LLC is the immediate parent company of That |
Device Company Limited. There is no known ultimate controlling party of That Device Company |
Limited. |
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16. | FACTORS AFFECTING FUTURE TAX CHARGE |
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The company has tax losses of £2,825,109 (31 Dec 2018: £2,403,218) available to offset against |
future trading profits. |