PQCode Ltd - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 10873449 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 July 2020

for

PQCode Ltd

Page

Statement of Financial Position

1

Notes to the Financial Statements

3

FIXED ASSETS

Tangible assets

4

4,550

-

CURRENT ASSETS

Debtors

5

88,911

92,985

Cash at bank

92,293

69,824

181,204

162,809

CREDITORS

Amounts falling due within one year

6

18,318

24,568

NET CURRENT ASSETS

162,886

138,241

TOTAL ASSETS LESS CURRENT LIABILITIES

167,436

138,241

CAPITAL AND RESERVES

Called up share capital

14

13

Share premium

466,826

245,827

Fair value reserve

8

12,125

5,800

Retained earnings

(311,529

)

(113,399

)

SHAREHOLDERS' FUNDS

167,436

138,241

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 July 2020.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 July 2020 in accordance with Section 476 of the Companies Act 2006.

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.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 October 2020 and were signed on its behalf by:

J D Smithdale - Director

1.	STATUTORY INFORMATION

PQCode Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

10873449

Registered office:

South Staffs Freight Building

Lynn Lane

Shenstone

Lichfield

Staffordshire

WS14 0ED

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Taxation

The company receives tax credits in relation to it's research and development costs. These receipts are recognised in the profit & loss in the year that the refund is received.

No provision is made for the current year tax charge.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Share-based payments transactions

The company has entered into agreements whereby independent contractors receive remuneration in the form of share-based payment transactions, whereby independent contractors render services as consideration for equity instruments (equity-settled transactions).

The cost of equity-settled transactions with independent contractors is measured by reference to the fair value at the date on which they are granted.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant independent contractors become fully entitled to the award ('the vesting date'). The cumulative expenses recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2019 - NIL ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

Additions

5,402

At 31 July 2020

5,402

DEPRECIATION

Charge for year

852

At 31 July 2020

852

NET BOOK VALUE

At 31 July 2020

4,550

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.20

31.7.19

£

£

Other debtors

88,911

92,985

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.7.20

31.7.19

£

£

Trade creditors

11,670

2,730

Taxation and social security

811

-

Other creditors

5,837

21,838

18,318

24,568

7.	FINANCIAL INSTRUMENTS

The company had one Approved EMI Option Agreement and two Unapproved Share Option Agreements in place at the year end. Details of which are as follows:

Approved EMI Option Agreement:

11,069 EMI Option shares vesting over a 3 year period commencing 3 February 2020. This is an Exit Only strategy representing approximately 7% of the issued share capital as at 31 July 2020.

Unapproved Share Option Schemes:

633 shares for non-cash consideration of promotion and marketing services provided by an independent contractor.

The contract is over an initial 2 year period starting from 1 December 2018.

The options will vest on a pro rata basis monthly in arrears with an initial 6 month cliff period.

No services had been provided by the options holder and no options had been exercised at the year end date. Therefore no provision has been made for the fair value of the vested shares in these accounts.

1,265 shares for non-cash consideration of non-executive directorship services provided by an independent contractor.

The contract period is 2 years and the deemed date of commencement is 1 September 2018.

The options are vesting on a pro-rata basis monthly in arrears.

A provision of £6,325 (2019 - £5,800) for the fair value of the vested share options has been made in these accounts.

8.

RESERVES

Fair

value

reserve

£

At 1 August 2019

5,800

Equity for services issue

6,325

At 31 July 2020

12,125