Biometric Security Holdings Limited - Limited company - abbreviated - 11.0.0

BIOMETRIC SECURITY HOLDINGS LIMITED

ABBREVIATED UNAUDITED ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2013

Page

Company Information

1

Abbreviated Balance Sheet

2

Notes to the Abbreviated Accounts

3

DIRECTORS:

M Farmer

K J Lomax

Isosceles Finance Limited

SECRETARY:

Pinsent Masons Secretarial Limited

REGISTERED OFFICE:

1 Park Row

Leeds

LS1 5AB

REGISTERED NUMBER:

06270962 (England and Wales)

TOTAL ASSETS LESS CURRENT LIABILITIES

-

-

CAPITAL AND RESERVES

Called up share capital

3

529,862

294,170

Share premium

17,553,908

15,708,601

Profit and loss account

(18,083,770

)

(16,002,771

)

SHAREHOLDERS' FUNDS

-

-

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2013.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2013 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 abbreviated accounts 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 and authorised for use by the Board of Directors on 24 September 2014 and were signed on its behalf by:

K J Lomax - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The principal accounting policies of the company remain unchanged and are set out below. The

directors have reviewed the accounting policies adopted and consider them to be the most

appropriate.

The directors believe that the Company will continue as a going concern having considered the

financial prospects for the Company over the next 12 months including reviewing the potential for

securing sources of additional revenue.

The Company's ability to continue on a going concern basis depends on the ability to support the

operations of the group companies. There remains an uncertainty surrounding the Group's ability to

secure additional forecast revenues. The Directors have drawn up Group forecasts under multiple

scenarios in order to manage future cashflow. There is however, no guarantee that new revenue

sources will be secured.

The cost saving programme, which commenced in 2008, continued during the period. Plans have been

prepared which incorporate these and other identified changes to the cost structure appropriate under

a range of potential trading scenarios.

The directors consider it appropriate to prepare the financial statements on a going concern basis.

Biometric Security Holdings Limited has indicated its willingness to continue its support for it's

subsidiary going forward.

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance

with the Financial Reporting Standard for Smaller Entities (effective April 2008).

Exemption form preparing consolidated financial statements

The financial statements contain information about Biometric Security Holdings Limited as an

individual company and do not contain consolidated financial information as the parent of a group. The

company has taken the option under Section 398 of the Companies Act 2006 not to prepare

consolidated financial statements.

Exemption from preparing a cash flow statement

Exemption has been taken from preparing a cash flow statement on the grounds that the company

qualifies as a small company.

Deferred tax

Deferred tax is recognised on all timing differences where the transactions or events give the company

an obligation to pay more tax in the future, or a right to pay less tax in the future has occurred by the

balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be

recovered. Deferred tax is measured using rates that have been enacted or substantively enacted by

the balance sheet date.

The accumulated losses have resulted in significant tax allowable losses being built up which can be

offset against future trading profits. At present the directors are uncertain as to whether sufficient

profits will be realised against which to offset these losses and accordingly no deferred tax asset has

been recognised in the financial statements.

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.

Financial instruments

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 entity after deducting all of its financial liabilities.

Where the contractual terms of share capital do not have any terms meeting the definition of a

financial liability then this is classed as an equity instrument. Dividends and distributions relating to

equity instruments are debited direct to equity.

Compound instruments

Compound instruments comprise both a liability and an equity component. At date of issue, the fair

value of the liability component is estimated by calculating the present value of the future stream of

cash flows, discounted by using the prevailing market interest rate for a similar debt instrument. The

liability component is accounted for as a financial liability. The residual is the difference between the

net proceeds of issue and the liability component (at time of issue) and is the equity component, which

is accounted for as an equity instrument.

The interest expense on the liability component is calculated applying the effective interest rate for the

liability component of the instrument. The difference between this amount and any repayments is

added to the carrying amount of the liability in the balance sheet.

2.	FIXED ASSET INVESTMENTS

Investments

other

than

loans

£

COST

At 1 January 2013

and 31 December 2013

3,155,168

PROVISIONS

At 1 January 2013

and 31 December 2013

3,155,168

NET BOOK VALUE

At 31 December 2013

-

At 31 December 2012

-

The company's investments at the balance sheet date in the share capital of companies include the

following:

Voicevault Limited

Country of incorporation: UK

Nature of business: Provision of voice biometrics

%

Class of shares:

holding

Ordinary

100.00

Preference

100.00

2013

2012

£

£

Aggregate capital and reserves

(10,555,887

)

(10,015,286

)

Loss for the year

(540,600

)

(543,039

)

Voicevault, Inc.

Country of incorporation: U.S.A.

Nature of business: Provision of voice biometrics

%

Class of shares:

holding

Ordinary

100.00

2013

2012

£

£

Aggregate capital and reserves

(3,224,773

)

(2,816,483

)

Loss for the year

(408,290

)

(655,235

)

3.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2013

2012

Value:

£

£

20,805,759

Ordinary

1.000p

208,058

2,676

34,954,359

Ordinary 'A'

0.909p

317,735

-

406,855

Growth

1.000p

4,069

4,069

-

'A' Preferred

1.000p

-

17,768

-

'B' Preferred

1.000p

-

12,037

-

'D' Preferred

1.000p

-

257,620

529,862

294,170

The Ordinary share, the Ordinary 'A' share, and the 'A', 'B', 'C' and 'D' Preferred shares rank pari passu

in most respects however the Preferred shares also entitle the holders to a degree of priority on a

liquidation or other return of capital, in accordance with the Company's Articles of Association. The

Growth shares do not have voting rights or participate in a distribution of assets. Under certain

circumstances and where the company has sufficient value, the growth shares convert into Ordinary

shares and assume the same rights as other Ordinary shares.

Full details of the growth criteria can be found in the Company's Articles of Association. The directors

consider that it is appropriate to disclose these shares as equity instruments.

On 22 February 2013, 6,011,501 'D' Preferred shares of 1p each were alloted and fully paid from new

investment for £0.0582217 per share.

On 26 June 2013, 31,773,511 'D' Preferred shares of 1p each were converted to 34,954,359 Ordinary

'A' shares of 0.909p each.

On 26 June 2013, 1,776,770 'A' Preferred shares of 1p each were converted to 1,776,770 Ordinary

shares of 1p each.

On 26 June 2013, 1,203,670 'B' Preferred shares of 1p each were converted to 1,203,670 Ordinary

shares of 1p each.

On 10 July 2013, 15,985,494 Ordinary shares of 1p each were alloted and fully paid from new

investment for £0.0985891 per share.

On 30 October 2013, 1,572,181 Ordinary shares of 1p each were alloted and fully paid from new

investment for £0.0985891 per share.

4.	ULTIMATE CONTROLLING PARTY

The company was under the control of the board of directors throughout the current period by means

of their shareholdings and directorship. There was however no overall controlling party during the

period.