Quintical Ltd - Limited company accounts 16.3

REGISTERED NUMBER: 08521380 (England and Wales)

Report of the Director and

Financial Statements for the Year Ended 31 May 2016

for

Quintical Ltd

Page

Company Information

1

Report of the Director

2

Statement of Director's Responsibilities

3

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTOR:

A Chesney

REGISTERED OFFICE:

20-22 Wenlock Road

London

N1 7GU

REGISTERED NUMBER:

08521380 (England and Wales)

AUDITORS:

Sawin & Edwards Statutory Auditors

52 Kingsway Place

Sans Walk

London

EC1R 0LU

The director presents his report with the financial statements of the company for the year ended 31 May 2016.

PRINCIPAL ACTIVITY

The company's principal activity in the period under review was that of digital media services and generating

advertising income.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

A Chesney held office during the whole of the period from 1 June 2015 to the date of this report.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he

ought to have taken as a director in order to make himself aware of any relevant audit information and to

establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Sawin & Edwards Statutory Auditors, were appointed during the year and will be proposed for

re-appointment at the forthcoming Annual General Meeting.

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

relating to small companies.

ON BEHALF OF THE BOARD:

A Chesney - Director

15 February 2017

The director is responsible for preparing the Report of the Director and the financial statements in

accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law

the director has elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company

law the director must not approve the financial statements unless he is satisfied that they give a true and fair

view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain

the company's transactions and disclose with reasonable accuracy at any time the financial position of the

company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is

also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

We have audited the financial statements of Quintical Ltd for the year ended 31 May 2016 on pages six to

thirteen. The financial reporting framework that has been applied in their preparation is applicable law and

the Financial Reporting Standard for Smaller Entities (effective January 2015) (United Kingdom Generally

Accepted Accounting Practice applicable to Smaller Entities).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's

members those matters we are required to state to them in a Report of the Auditors and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

company and the company's members as a body, for our audit work, for this report, or for the opinions we

have formed.

Respective responsibilities of director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient

to give reasonable assurance that the financial statements are free from material misstatement, whether

caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to

the company's circumstances and have been consistently applied and adequately disclosed; the

reasonableness of significant accounting estimates made by the director; and the overall presentation of the

financial statements. In addition, we read all the financial and non-financial information in the Report of the

Director to identify material inconsistencies with the audited financial statements and to identify any

information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge

acquired by us in the course of performing the audit. If we become aware of any apparent material

misstatements or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 May 2016 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy

of the disclosure made in note 1 to the financial statements concerning the Company's ability to continue as a

going concern. The Company incurred a loss of £238,910 during the year ended 31 May 2016 and as of that

date, the Company had net current liabilities position of £155,598 on its balance sheet. As explained in note

1, if the Company requires additional funds in the next twelve months in order to meet its expenditure, it will

seek this through the ultimate parent company, Binomia Ltd. This indicates the existence of a material

uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

The financial statements do not include the adjustments that would result if the Company was unable to

continue as a going concern.

Opinion on other matter prescribed by the Companies Act 2006

The financial statements of the prior period were audited by a predecessor auditor. The audit report was

dated 28 December 2016 and was unqualified with an emphasis of matter paragraph regarding going

concern.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Witold Sawin (Senior Statutory Auditor)

for and on behalf of Sawin & Edwards Statutory Auditors

52 Kingsway Place

Sans Walk

London

EC1R 0LU

15 February 2017

TURNOVER

2

128,908

5,303

Cost of sales

(175,018

)

(57,442

)

GROSS LOSS

(46,110

)

(52,139

)

Administrative expenses

(241,286

)

(58,141

)

OPERATING LOSS

3

(287,396

)

(110,280

)

Interest payable and similar charges

(8,502

)

(10,380

)

LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION

(295,898

)

(120,660

)

Tax on loss on ordinary activities

4

56,988

23,692

LOSS FOR THE FINANCIAL YEAR

(238,910

)

(96,968

)

FIXED ASSETS

Intangible assets

5

37,847

-

Tangible assets

6

1,782

263

39,629

263

CURRENT ASSETS

Debtors

7

241,073

50,937

Cash at bank

27,853

705

268,926

51,642

CREDITORS

Amounts falling due within one year

8

(424,524

)

(99,538

)

NET CURRENT LIABILITIES

(155,598

)

(47,896

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(115,969

)

(47,633

)

CREDITORS

Amounts falling due after more than one
year

9

(284,640

)

(114,066

)

NET LIABILITIES

(400,609

)

(161,699

)

CAPITAL AND RESERVES

Called up share capital

11

1

Profit and loss account

12

(400,610

)

(161,700

)

SHAREHOLDERS' FUNDS

(400,609

)

(161,699

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2015).

The financial statements were approved by the director on 15 February 2017 and were signed by:

A Chesney - Director

1.	ACCOUNTING POLICIES

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 January 2015).

Turnover

Turnover represents revenue generated during the year from sales of services and income from

advertising excluding VAT. Income under contracts is recognised when the right to receive it is

earned. Income invoiced in advance is shown as deferred income.

Intangible assets

Domain names, website costs and software have been capitalised at cost. Amortisation has been

provided over five years to write off the assets over its estimated useful life.

Tangible fixed assets

Computer equipment has been capitalised at cost. Depreciation has been provided over four years to

write off the assets over its estimated useful life.

Deferred tax

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

the balance sheet date.

Deferred tax assets are only recognised to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits.

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.

Going concern

The financial statements have been prepared on a going concern basis. The director believes this to be

appropriate as the Company's ultimate parent, Binomia Ltd, has undertaken to provide such further

financial support as is necessary for the Company to meet its obligations and pay its debts as they fall

due for a period of at least twelve months from the approval of these financial statements.

2.

TURNOVER

In the opinion of the director, sales made outside the UK represents 89% (2015:100%) of total

turnover.

3.	OPERATING LOSS

The operating loss is stated after charging:

2016

2015

£

Depreciation - owned assets

623

88

Other intangible assets amortisation

9,461

-

Auditor's remuneration

4,750

3,000

Foreign exchange differences

11,242

-

Director's remuneration and other benefits etc

-

4.

TAXATION

Analysis of the tax credit

The tax credit on the loss on ordinary activities for the year was as follows:

2016

2015

£

Deferred tax

(56,988

)

(23,692

)

Tax on loss on ordinary activities

(56,988

)

(23,692

)

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

Additions

47,308

At 31 May 2016

47,308

AMORTISATION

Charge for year

9,461

At 31 May 2016

9,461

NET BOOK VALUE

At 31 May 2016

37,847

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 June 2015

351

Additions

2,142

At 31 May 2016

2,493

DEPRECIATION

At 1 June 2015

88

Charge for year

623

At 31 May 2016

711

NET BOOK VALUE

At 31 May 2016

1,782

At 31 May 2015

263

7.

DEBTORS

2016

2015

£

Amounts falling due within one year:

Trade debtors

81,862

-

Amount owed by group undertakings

2,700

-

Other debtors

51,679

2,720

Prepayments and accrued income

10,415

10,788

146,656

13,508

Amounts falling due after more than one year:

Other debtors

94,417

37,429

Aggregate amounts

241,073

50,937

Other debtors include a loan amounting to £5,500 (2015:£5,500) due from Coralreed Ltd and is due

for repayment after more than 1 year.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

Trade creditors

148,160

37,561

Loans

94,908

29,080

Other creditors

-

15,835

Accruals and deferred income

158,601

17,062

Taxation and social security

22,855

-

424,524

99,538

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN
ONE YEAR

2016

2015

£

Amounts owed to group undertakings

254,000

-

Loans

30,640

114,066

284,640

114,066

10.	PROVISIONS FOR LIABILITIES

Deferred tax asset (included in debtors

2016

2015

falling due after more than one year)

£

At 1 June 2015

(31,929

)

(8,237

)

Deferred tax credit

(56,988

)

(23,692

)

At 31 May 2016

(88,917

)

(31,929

)

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2016

2015

value:

£

1

Ordinary

£1

1

12.

RESERVES

Profit

and loss

account

£

At 1 June 2015

(161,700

)

Deficit for the year

(238,910

)

At 31 May 2016

(400,610

)

13.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 May 2016 and

31 May 2015:

2016

2015

£

A Chesney

Balance outstanding at start of year

-

Amounts advanced

30,328

-

Amounts repaid

-

Balance outstanding at end of year

30,328

-

The director's loan is interest free, unsecured and with no fixed repayment terms.

14.	RELATED PARTY DISCLOSURES

The director A Chesney, is also the sole director and shareholder of Octic Ltd. During the year,

Quintical Ltd made an unsecured and interest loan amounting to £400 (2015: £Nil) to Octic Ltd. At

the year end the balance owed by Octic Ltd to Quintical Ltd amounted to £400 (2015: £Nil).

Binomia Ltd is the ultimate parent company of Quintical Ltd. During the year, expenses amounting to

£2,700 (2015:£Nil) were incurred by Quintical Ltd on behalf of Binomia Ltd. Included in debtors at

the year-end is a balance amounting to £2,700 (2015: Nil) owed by Binomia Ltd to Quintical Ltd.

During the year, a loan amounting to £254,000 was made by Binomia Ltd to Quintical Ltd. The loan

is unsecured, interest free and repayable after more than one year. At the year-end the balance owed

by Quintical Ltd to Binomia Ltd amounted to £254,000 (2015: £Nil).

The director A Chesney is also the sole director and shareholder of Coralreed Ltd. During the year,

consultancy services amounting to £61,100 were provided by Coralreed Ltd to Quintical Ltd.

Included in trade creditors at the year-end is a balance amounting to £61,100 (2015: £Nil) owed by

Quintical Ltd to Coralreed Ltd.

Included in other debtors at the year-end is a loan balance amounting to £5,500 (2015: £5,500) owed

by Coralreed Ltd to Quintical Ltd. The loan is unsecured, interest free and repayable after more than

one year.

During the year the company advanced funds to the director, A Chesney amounting to £30,328

(2015:£Nil). At the year the balance owed by A Chesney to the company amounted to £30,328 (2015:

£15,835 was owed by the company to A Chesney).

15.	POST BALANCE SHEET EVENTS

On 10 October 2016, a fixed and floating charge over all the company's assets was registered at

Companies House in favour of PCL Ambrosia Ltd who provided loans to the company.

16.	ULTIMATE CONTROLLING PARTY

On 17 November 2015, A Chesney transferred his 1 share (100% shareholding) in Quintical Ltd to

Binomia Ltd, making Binomia Ltd its ultimate parent company from that date. Prior to 28 November

2016, A Chesney was the sole shareholder of Binomia Ltd. On 28 November 2016, following

additional issue of equity shares in Binomia Ltd, the shareholding of A Chesney reduced to 78%,

however he remains the ultimate controlling party as at the accounts signing date.

17.	PERSONAL GURANTEE

The director A Chesney has given personal guarantees for repayment of certain loans made to the

company. Such loans outstanding at year end totalled £70,548 (2015: £78,146).