Betconnect Ltd - Accounts to registrar (filleted) - small 23.1.2

REGISTERED NUMBER: 07867146 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2022

for

Betconnect Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

Directors:

D Schreiber

A D Stancliffe

C A Peterson

G D Symon

M Winkler

Registered office:

15 Parsons Court

Aycliffe Business Park

Newton Aycliffe

County Durham

DL5 6ZE

Registered number:

07867146 (England and Wales)

Accountants:

Crowthers Chartered Accountants

15 St Georges Road

Cheltenham

Gloucestershire

GL50 3DT

FIXED ASSETS

Tangible assets

3

8,827

11,801

Investments

4

166,266

-

175,093

11,801

CURRENT ASSETS

Debtors

5

279,369

703,156

Cash at bank

162,723

341,968

442,092

1,045,124

CREDITORS

Amounts falling due within one year

6

2,248,793

1,057,700

NET CURRENT LIABILITIES

(1,806,701

)

(12,576

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,631,608

)

(775

)

CAPITAL AND RESERVES

Called up share capital

34,307

11,586

Share premium

6,571,096

6,309,940

Share option reserve

16,356

19,007

Retained earnings

(8,253,367

)

(6,341,308

)

(1,631,608

)

(775

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 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 31 July 2023 and were signed on its behalf by:

M Winkler - Director

1.	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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

When the outcome of a transaction can be estimated reliably, turnover from services is recognised by reference to the stage of completion at the balance sheet date. Where the outcome cannot be measured reliably, turnover is recognised only to the extent of the expenses recognised that are recoverable.

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

-

25% on cost and 25% on reducing balance

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset.

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.

Going concern basis

Although there is a Balance Sheet deficit, the directors have secured future funding and have adopted the going concern basis of accounting.

2.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2021 - 20 ) .

3.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

At 1 January 2022

29,782

Additions

1,129

Disposals

(1,134

)

At 31 December 2022

29,777

Depreciation

At 1 January 2022

17,981

Charge for year

3,475

Eliminated on disposal

(506

)

At 31 December 2022

20,950

Net book value

At 31 December 2022

8,827

At 31 December 2021

11,801

On the 1 January 2022 the company changed the basis of depreciating its computer equipment from a 25% straight-line to a 25% reducing balance basis. As a change of accounting estimate, this has been accounted for prospectively.

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

Additions

166,266

At 31 December 2022

166,266

Net book value

At 31 December 2022

166,266

During the year ended 31 December 2022, the company acquired 100% of the share capital of a subsidiary which was itself the parent of a small group.

The acquisition was facilitated by means of a share for share exchange. As merger relief applies, the investment in the group undertaking is shown at historic cost. This is calculated as the nominal value of the shares issued plus other incidental costs of acquisition.

Had merger relief not applied, the fair value of the shares of the subsidiary at acquisition was £12,008,000.

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as restated

£

£

Other debtors

279,369

703,156

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

as restated

£

£

Trade creditors

44,316

189,772

Taxation and social security

47,642

27,304

Other creditors

2,156,835

840,624

2,248,793

1,057,700

7.	SECURED DEBTS

The following secured debts are included within creditors:

2022

2021

as restated

£

£

Loan from Candy Ventures

1,218,358

625,000

Secured with fixed and floating charges

8.	CONVERTIBLE LOAN NOTES

As at the year ended 31 December 2022, the company had £600,000 of convertible loan notes in issue (2021: £625,000).

If loans are converted all outstanding notes plus any unpaid accrued interest shall automatically convert into fully paid preference shares at the conversion price on the earliest of the following events: 1) A qualifying fund raising, or 2) A change of control. They may also be converted by the note holder at any time.

During the year £125,000 of loan notes plus £25,000 of accrued interest were converted into shares.

9.	TAX LOSSES

As at the year ended 31 December 2022, the company had tax losses to carry forward of £6,353,168 (2021: £4,652,528). As it is not known with sufficient probability whether the company will be able to fully relieve these losses against profits in the near future, no deferred tax asset has been recognised.

10.	LOANS FROM SHAREHOLDERS

As at the year ended 31 December 2022, there are total loans from a shareholder of the company for £1,218,358 which is included within other creditors. The loans are repayable on demand and interest accrues at a rate of 10% per annum. The loans are also secured by fixed and floating charges over the assets of the company.

11.	SHARE OPTIONS

As at the year ended 31 December 2022 the company had 2,073 approved share options in issue. During the year 296 share options were exercised.

The company also has 10,326 unapproved share options, of which 6,554 are only exercisable on exit.