ZERO_PROOF_INTERNATIONAL_ - Accounts


Company Registration No. 11592690 (England and Wales)
ZERO PROOF INTERNATIONAL LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
PAGES FOR FILING WITH REGISTRAR
ZERO PROOF INTERNATIONAL LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
ZERO PROOF INTERNATIONAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2020
31 December 2020
- 1 -
2020
2019
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,796,496
1,697,302
Tangible assets
4
2,366
878
Investments
5
27,686
18,626
1,826,548
1,716,806
Current assets
Debtors
7
4,851,520
1,949,992
Cash at bank and in hand
688,823
23,768
5,540,343
1,973,760
Creditors: amounts falling due within one year
8
(551,898)
(292,769)
Net current assets
4,988,445
1,680,991
Total assets less current liabilities
6,814,993
3,397,797
Capital and reserves
Called up share capital
15,641
12,915
Share premium account
9,139,616
4,232,048
Profit and loss reserves
(2,340,264)
(847,166)
Total equity
6,814,993
3,397,797

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2020 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

The financial statements were approved by the board of directors and authorised for issue on ......................... and are signed on its behalf by:
2021-12-15
..............................
M Livings
Director
Company Registration No. 11592690
ZERO PROOF INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 27 September 2018
-
0
-
0
-
0
-
0
Period ended 31 December 2019:
Loss and total comprehensive income for the period
-
-
(847,166)
(847,166)
Issue of share capital
12,915
4,232,048
-
4,244,963
Balance at 31 December 2019
12,915
4,232,048
(847,166)
3,397,797
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(1,493,098)
(1,493,098)
Issue of share capital
2,726
4,907,568
-
4,910,294
Balance at 31 December 2020
15,641
9,139,616
(2,340,264)
6,814,993
ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 3 -
1
Accounting policies
Company information

Zero Proof International Limited is a private company limited by shares incorporated in England and Wales. The registered office is Enterprise House, Beeson's Yard, Bury Lane, Rickmansworth, Herts, UK, WD3 1DS.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

The accounts have been prepared on a going concern basis which assumes that the company and operating subsidiaries will continue to trade. The director anticipates that the group's performance will improve and future profits will be achieved as activity increases over the forthcoming year. The director is satisfied that the company and the group have access adequate financial resources to ensure they remain a going concern for the foreseeable future.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Where it can be separately identified, development expenditure is capitalised provided that the technical, commercial and financial feasibility or related products can be demonstrated.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies (Continued)
- 4 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 Years straight line
Patents and licences
Not amortised - to be reviewed annually for impairment
Product development
Not amortised - to be reviewed annually for impairment
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies (Continued)
- 5 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash, bank balances and loans to fellow group companies are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies (Continued)
- 6 -
1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value of the goods or services received, at the date of grant. A corresponding adjustment is made to equity.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2020
2019
Number
Number
Total
4
2
ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 7 -
3
Intangible fixed assets
Product development
£
Cost
At 1 January 2020
1,697,302
Additions in the period
99,520
At 31 December 2020
1,796,822
Amortisation and impairment
At 1 January 2020
-
0
Amortisation charged for the year
326
At 31 December 2020
326
Carrying amount
At 31 December 2020
1,796,496
At 31 December 2019
1,697,302
4
Tangible fixed assets
£
Cost
At 1 January 2020
958
Additions in the period
1,972
At 31 December 2020
2,930
Depreciation and impairment
At 1 January 2020
80
Depreciation charged in the year
484
At 31 December 2020
564
Carrying amount
At 31 December 2020
2,366
At 31 December 2019
878
5
Fixed asset investments
2020
2019
£
£
Shares in group undertakings and participating interests
27,686
18,626
ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
5
Fixed asset investments (Continued)
- 8 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2020
18,626
Additions in the period
9,060
At 31 December 2020
27,686
Carrying amount
At 31 December 2020
27,686
At 31 December 2019
18,626
ZERO PROOF INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 9 -
6
Subsidiaries

Details of the company's subsidiaries at 31 December 2020 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Zero Proof UK Limited
Enterprise House, Beesons Yard, Bury Lane, Rickmansworth, Herts, England, WD3 1DS
Ordinary
100.00
Zero Proof Australia Pty Ltd
NSW 2040, Australia
Ordinary
100.00
Zero Proof USA Inc
365 Bond Street, B311
Brooklyn, New York 11231
United States of America
Ordinary
100.00
Zero Proof EU BV
Boxtel, Netherlands
Ordinary
100.00
7
Debtors
2020
2019
Amounts falling due within one year:
£
£
Other debtors
4,851,520
1,949,992
8
Creditors: amounts falling due within one year
2020
2019
£
£
Trade creditors
524,589
280,087
Taxation and social security
23,927
9,680
Other creditors
3,382
3,002
551,898
292,769
10
Contingent liabilities

On 28 June 2019 the company introduced a Simple Agreement for Future Equity (SAFE) in which certain employees of Brandlink Employees Zero Proof Trust, a related entity, has the option to acquire 37,390 Ordinary Shares in the company, exercisable in the case of an Exit Event.

The directors are not able to reliably measure the fair value of the options at the grant date and, there being no certainty that the conditions of the options will arise, no share-based expense or contingent liability has been recognised in respect of these options.

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