ComQi Holdings Ltd - Limited company accounts 11.7

REGISTERED NUMBER: 06129842 (England and Wales)

Report of the Director and

Unaudited Financial Statements for the Year Ended 31 December 2014

for

ComQi Holdings Ltd

Page

Company Information

1

Report of the Director

2

Profit and Loss Account

3

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTOR:

I Ifhar-Zingerov

REGISTERED OFFICE:

Bentinck House

3 - 8 Bolsover Street

London

W1W 6AB

REGISTERED NUMBER:

06129842 (England and Wales)

ACCOUNTANTS:

Grant Harrod Lerman Davis LLP

Chartered Accountants

1st Floor

Healthaid House

Marlborough Hill

Harrow

Middlesex

HA1 1UD

The director presents his report with the financial statements of the company for the year ended 31 December 2014.

PRINCIPAL ACTIVITY

The principal activity of the company is to hold investments in and provide services and intellectual property licenses to

group companies.

DIRECTOR

I Ifhar-Zingerov held office during the whole of the period from 1 January 2014 to the date of this report.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating

to small companies.

ON BEHALF OF THE BOARD:

I Ifhar-Zingerov - Director

29 September 2015

TURNOVER

-

-

Administrative expenses

768

944

OPERATING LOSS

2

(768

)

(944

)

Exceptional items

3

-

140

(768

)

(1,084

)

Interest receivable and similar income

4

223

209

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(545

)

(875

)

Tax on loss on ordinary activities

5

-

-

LOSS FOR THE FINANCIAL YEAR

(545

)

(875

)

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the losses for the current year or previous year.

FIXED ASSETS

Intangible assets

6

457

660

Tangible assets

7

-

1

Investments

8

1

1

458

662

CURRENT ASSETS

Debtors

9

7,543

7,059

CREDITORS

Amounts falling due within one year

10

5,052

4,227

NET CURRENT ASSETS

2,491

2,832

TOTAL ASSETS LESS CURRENT LIABILITIES

2,949

3,494

PROVISIONS FOR LIABILITIES

11

6,993

6,993

NET LIABILITIES

(4,044

)

(3,499

)

CAPITAL AND RESERVES

Called up share capital

12

6,357

6,357

Share premium

13

863

863

Profit and loss account

13

(11,264

)

(10,719

)

SHAREHOLDERS' FUNDS

15

(4,044

)

(3,499

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2014.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2014 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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 in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the director on 29 September 2015 and were signed by:

I Ifhar-Zingerov - Director

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention.

The company's principle accounting policies are set out below and have been applied consistently throughout the

year. The financial statements have been prepared under the historical cost convention.

These financial statements present the results of the company only and not of the group that it heads under the

exemption provided by the small companies regime.

Financial reporting standard number 1

The company has taken advantage of the small company exemption from preparing from preparing a cash flow

statement under the terms of FRS1.

Intellectual property rights

Intellectual property rights purchased are amortised evenly over 10 years as, in the opinion of the directors, this

represents the period over which the rights are effective.

Tangible fixed assets

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

Plant and machinery etc

-

Straight line over 3 years and Straight line over 5 years

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay

less tax in the future have occurred at the balance sheet date.

Timing differences are differences between the Company's taxable profits and its results as stated in the financial

statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in

which they are recognised in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing

differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted

by the balance sheet date. Deferred tax is measured on a non-discounted basis.

Research and development

Research and development costs are written off to the profit and loss account as incurred.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at

the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the

transaction. All differences are taken to the profit and loss account.

Provisions

Provisions are made on the basis of a present obligation as a result of a past event, where a reliable estimate can

be made of the amount of obligation.

Impairment

Fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount

may not be recoverable or as otherwise required by relevant accounting standards.

Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of net

realisable value and value-in-use, are recognised as impairments. Impairment losses are recognised in the profit

and loss account, except to the extent that they reverse previous revaluation gains taken to the revaluation reserve

when they are taken against such reserve.

Investments

Equity investments are stated at cost, less impairment if applicable.

2.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2014

2013

£'000

£'000

Depreciation - owned assets

1

2

Intellectual property rights amortisation

203

203

Auditors' remuneration

-

(4

)

Foreign exchange differences

(17

)

-

Research and development

577

742

2014

2013

£

£

Directors' remuneration and other benefits etc

-

-

3.	EXCEPTIONAL ITEMS

2014

2013

£'000

£'000

Impairment of purchased goodwill

-

-

Provision on loans to group undertakings

-

140

Provision for costs and settlement of patent dispute

-

-

-

140

4.

INTEREST RECEIVABLE AND SIMILAR INCOME

2014

2013

£'000

£'000

Interest receivable and similar income:

Interest receivable on bank and short term deposits

-

-

Interest receivable from group undertakings

223

209

223

209

Other operating income:

Foreign exchange gains/(losses)

-

-

-

-

223

209

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2014 nor for the

year ended 31 December 2013.

Factors affecting the tax charge

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

2014

2013

£'000

£'000

Loss on ordinary activities before tax

(545

)

(875

)

Loss on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 21.493% (2013 - 23.247%)

(117

)

(203

)

Effects of:

Provisions on intercompany accounts

-

33

for tax purposes

of depreciation

Tax losses carried forward

117

170

Current tax charge

-

-

Factors that may affect future tax charges

The company has a potential deferred tax asset of £968,000 (2013 £935,000) in respect of tax losses carried

forward of £4,609,000 (2013: £4,064,040) that has not been recognised due to uncertainty as to the timing of

losses being utilised.

6.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£'000

COST

At 1 January 2014

and 31 December 2014

2,030

AMORTISATION

At 1 January 2014

1,370

Charge for year

203

At 31 December 2014

1,573

NET BOOK VALUE

At 31 December 2014

457

At 31 December 2013

660

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£'000

COST

At 1 January 2014

and 31 December 2014

6

DEPRECIATION

At 1 January 2014

5

Charge for year

1

At 31 December 2014

6

NET BOOK VALUE

At 31 December 2014

-

At 31 December 2013

1

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£'000

COST

At 1 January 2014

and 31 December 2014

1

NET BOOK VALUE

At 31 December 2014

1

At 31 December 2013

1

The company's investments at the Balance Sheet date in the share capital of companies include the following:

ComQi (UK) Ltd

Country of incorporation: England

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

ComQi (US) Inc

Country of incorporation: USA

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

ComQi (Canada) Inc

Country of incorporation: Canada

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

EnQii (Hong Kong) Limited

Country of incorporation: Hong Kong

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

Details of the company's principal subsidiaries are shown above. The investments are valued on the basis of cost

less any subsequent impairment. During the period the directors reviewed the carrying value of investments in

subsidiaries and concluded that, although the main subsidiaries were making satisfactory trading progress, they

had negligible net assets and hence the repayment of loans would be subject to future profitable trading.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£'000

£'000

Amounts owed by group undertakings

7,541

7,055

Other debtors

2

4

7,543

7,059

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£'000

£'000

Amounts owed to group undertakings

5,050

4,225

Other creditors

2

2

5,052

4,227

11.	PROVISIONS FOR LIABILITIES

2014

2013

£'000

£'000

Other provisions

6,993

6,993

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£'000

£'000

635,699,821

Ordinary Share Capital

£1

6,357

6,357

13.

RESERVES

Profit

and loss

Share

account

premium

Totals

£'000

£'000

£'000

At 1 January 2014

(10,719

)

863

(9,856

)

Deficit for the year

(545

)

(545

)

At 31 December 2014

(11,264

)

863

(10,401

)

14.	IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At 31 December 2014, the company's immediate and ultimate parent company was ComQi Ltd, a company

registered in Israel.

15.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£'000

£'000

Loss for the financial year

(545

)

(875

)

Net reduction of shareholders' funds

(545

)

(875

)

Opening shareholders' funds

(3,499

)

(2,624

)

Closing shareholders' funds

(4,044

)

(3,499

)