That Device Company Limited - Accounts to registrar (filleted) - small 17.3

REGISTERED NUMBER: 07538198 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 January 2018

for

That Device Company Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr J Kazimi

Mr M Parsons

Mr J Hopper

REGISTERED OFFICE:

5a Frascati Way

Maidenhead

Berkshire

SL6 4UY

REGISTERED NUMBER:

07538198 (England and Wales)

ACCOUNTANTS:

Wilson Partners Limited

Chartered Accountants

5a Frascati Way

Maidenhead

Berkshire

SL6 4UY

FIXED ASSETS

Tangible assets

4

1,330

4,492

Investments

5

6,672

6,615

8,002

11,107

CURRENT ASSETS

Stocks

1,316

1,403

Debtors

6

1,006,085

742,470

Cash at bank and in hand

25,531

7,703

1,032,932

751,576

CREDITORS

Amounts falling due within one year

7

(358,768

)

(817,283

)

NET CURRENT ASSETS/(LIABILITIES)

674,164

(65,707

)

TOTAL ASSETS LESS CURRENT LIABILITIES

682,166

(54,600

)

CREDITORS

Amounts falling due after more than one year

8

(1,323,703

)

(506,829

)

NET LIABILITIES

(641,537

)

(561,429

)

CAPITAL AND RESERVES

Called up share capital

11

7,409

7,133

Share premium

12

4,296,232

3,781,289

Retained earnings

12

(4,945,178

)

(4,349,851

)

SHAREHOLDERS' FUNDS

(641,537

)

(561,429

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2018.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2018 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 of Part 15 of the Companies Act 2006 relating to small companies.

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 on 28 March 2018 and were signed on its behalf by:

Mr J Kazimi - Director

1.	STATUTORY INFORMATION

That Device Company Limited is a private company, limited by shares , registered in England and

Wales. The company's registered number and registered office address can be found on the

Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The accounts are prepared on a going concern basis as in the opinion of the directors the company

has sufficient finance available to it to meet its obligations as they fall due for the foreseeable

future, that is at least 12 months from the date of approval of the accounts.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make

judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are

not readily apparent from other sources. The estimates and associated assumptions are based on

historical experience and other factors that are considered to be relevant. Actual results may differ

from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision

affects only that period, or in the period of the revision and future periods if the revision affects

both current and future periods.

The company's key source of estimation uncertainty relates to the recoverability of balances due

from its subsidiary. The recovery of amounts due rely on future cashflows being generated by the

debtor which cannot be assured at a level sufficient to repay the amount in full. If amounts due to

the company from subsidiary and related entities were not recovered, the company would incur a

bad debt charge of £734,524 based on amounts due to the company at the balance sheet date.

Turnover

Turnover represents amounts invoiced to customers net of value added tax, for goods and services

supplied by the year end. Licence and subscription revenues are recognised on a straight line basis

over the period of the respective agreements giving rise to deferred revenue at the year end.

Tangible fixed assets

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

Fixtures and fittings

-

15% on cost

Computer equipment

-

33% on cost

Tangible assets are included at cost less depreciation and impairment.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for

obsolete and slow moving items.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method,

except for investments in non-convertible preference and non-puttable preference and ordinary

shares, which are measured at fair value, with changes recognised in profit or loss. Derivative

financial instruments are initially recorded at cost and thereafter at fair value, with changes

recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income

Statement, except to the extent that it relates to items recognised in other comprehensive income

or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the balance sheet date.

Deferred tax

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

at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that

are expected to apply to the reversal of the timing difference.

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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the

period of the lease.

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.

Investments

Investments held as fixed assets are shown at cost less provision for impairment.

Consolidation

The company is exempt from preparing consolidated financial statements under Part 15 of the

Companies Act 2006 on the grounds that the group headed by That Device Company Limited is

small. These financial statements therefore present information about the company as an individual

undertaking and not about its group.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2017 - 24 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 February 2017

13,345

Disposals

(2,141

)

At 31 January 2018

11,204

DEPRECIATION

At 1 February 2017

8,853

Charge for year

2,183

Eliminated on disposal

(1,162

)

At 31 January 2018

9,874

NET BOOK VALUE

At 31 January 2018

1,330

At 31 January 2017

4,492

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 February 2017

6,615

Additions

57

At 31 January 2018

6,672

NET BOOK VALUE

At 31 January 2018

6,672

At 31 January 2017

6,615

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

following:

Breezie INC

Registered office: United States of America

Nature of business: Software development

%

Class of shares:

holding

Common Stock

100.00

31.1.18

31.1.17

£

£

Aggregate capital and reserves

(504,168

)

(150,801

)

Loss for the period

(153,015

)

(335,016

)

Breezie Technologies Limited

Registered office: Canada

Nature of business: Software development

%

Class of shares:

holding

Common Stock

100.00

31.1.18

£

Aggregate capital and reserves

(94,004

)

Loss for the period/year

(16,225

)

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.1.18

31.1.17

£

£

Trade debtors

47,955

14,813

Amounts owed by group undertakings

773,590

477,558

Other debtors

184,540

250,099

1,006,085

742,470

Other debtors includes an amount of £45,002 in relation to unpaid share capital.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.1.18

31.1.17

£

£

Trade creditors

82,104

76,803

Taxation and social security

34,662

65,924

Other creditors

242,002

674,556

358,768

817,283

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.1.18

31.1.17

£

£

Other creditors

1,323,703

506,829

9.

LOANS

During the period, the company issued unsecured Convertible Loan Notes totalling US$445,000

(equivalent to £260,175 at the prevailing exchange rate at the balance sheet date), which attract an

annual fixed interest rate of 8%. The loan notes have a redemption date of 18 months subsequent to

the anniversary of the date of issue. Redemption on sale is triggered by any of the following;

a) the automatic redemption date;

b) a Fund Raising Conversion Event; or

c) an Optional Early Repayment Event.

In the opinion of the directors, the fair value of the loan notes is equivalent to their amortised cost.

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.1.18

31.1.17

£

£

Within one year

60,000

60,000

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.1.1 8

31.1.1 7

Value:

£

£

526,638

Ordinary

1p

5,266

5,264

4,400

B Ordinary

1p

44

44

182,523

Series A

1p

1,825

1,825

27,404

Series A-1

1p

274

-

7,409

7,133

A total of 250 (2017: 8,501) Ordinary shares of 1p each were issued during the year at the following

premiums:

Shares

Premium per

share

250

£0.09

A total of 27,404 Series A-1 shares of 1p each were issued during the year at the following

premiums:

Shares

Premium per

share

27,404

£18.79

On a return of assets, liquidation, capital reduction, or otherwise, the assets of the company

available for distribution amongst shareholders will be applied equally between all three share

classes. The shareholders of the 'B' Ordinary Shares shall not be entitled to receive or to exercise

voting rights in respect of, any written resolution of the Company. The Series A Shares and the

Ordinary Shares shall rank pari passu in all respects but shall constitute separate classes of shares.

The holders of each share class shall be entitled to, in proportion to the respective number of fully

paid shares, any unpaid arrears and accruals of participating dividends relating to their share class

solely.

The holders of any Series A Shares shall be entitled to covert into Ordinary Shares;

a) on the date of a notice given by the Series A Investor Majority

b) immediately prior to the occurrence of a Qualifying IPO

The holders of the B Ordinary Shares shall be entitled to convert into Ordinary Shares ;

a) immediately prior to the occurrence of a Qualifying IPO

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 February 2017

(4,349,851

)

3,781,289

(568,562

)

Deficit for the year

(595,327

)

(595,327

)

Cash share issue

-

514,943

514,943

At 31 January 2018

(4,945,178

)

4,296,232

(648,946

)

13.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the year ended 31 January 2018

and the period ended 31 January 2017:

31.1.18

31.1.17

£

£

Mr J Kazimi

Balance outstanding at start of year

7,303

8,976

Amounts repaid

-

(1,673

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

7,303

7,303

14.	RELATED PARTY DISCLOSURES

15.	ULTIMATE CONTROLLING PARTY

16.	FACTORS AFFECTING FUTURE TAX CHARGE

The company has tax losses of £2,241,388 (2017: £1,979,123) available to offset against future

trading profits.