Company registration number 11608210 (England and Wales)
QV BIOELECTRONICS LTD.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
QV BIOELECTRONICS LTD.
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 9
QV BIOELECTRONICS LTD.
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
31 December 2022
31 October 2021
Notes
£
£
£
£
Fixed assets
Intangible assets
3
144,400
150,000
Tangible assets
4
14,149
16,481
158,549
166,481
Current assets
Stocks
47,424
14,604
Debtors
5
51,922
33,924
Cash at bank and in hand
1,910,418
226,383
2,009,764
274,911
Creditors: amounts falling due within one year
6
(94,183)
(29,653)
Net current assets
1,915,581
245,258
Total assets less current liabilities
2,074,130
411,739
Provisions for liabilities
7
(3,537)
(4,120)
Net assets
2,070,593
407,619
Capital and reserves
Called up share capital
8
27
19
Share premium account
3,070,307
877,558
Profit and loss reserves
(999,741)
(469,958)
Total equity
2,070,593
407,619

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial period ended 31 December 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

QV BIOELECTRONICS LTD.
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 26 September 2023 and are signed on its behalf by:
C J Bullock
Director
Company Registration No. 11608210
QV BIOELECTRONICS LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 November 2020
11
93,749
(95,147)
(1,387)
Year ended 31 October 2021:
Loss and total comprehensive income for the year
-
-
(374,811)
(374,811)
Issue of share capital
8
8
783,809
-
783,817
Balance at 31 October 2021
19
877,558
(469,958)
407,619
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
-
(529,783)
(529,783)
Issue of share capital
8
8
2,192,749
-
2,192,757
Balance at 31 December 2022
27
3,070,307
(999,741)
2,070,593
QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
1
Accounting policies
Company information

QV Bioelectronics Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is 1F70 Mereside, Alderley Park, Nether Alderley, Cheshire, SK10 4TG.

1.1
Reporting period

The reporting period covers 14 months from 1 November 2021 to 31 December 2022. The comparative period covers 12 months from 1 November 2020 to 31 October 2021. The comparative amounts presented in the financial statements (including related notes) are not entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, by virtue of receiving investment to fund development as and when required as the business grows. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Cryptocurrency
Not amortised
QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -

Investments in non-publicly traded Cryptocurrency are treated as intangible fixed assets and are measured at cost. These assets are considered to have an infinite life and are therefore not amortised.

 

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
20% reducing balance
Fixtures and fittings
20% reducing balance
Computers
33.3% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 6 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 7 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2022
2021
Number
Number
Total
11
6
QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 8 -
3
Intangible fixed assets
Crypto-
currency
£
Cost
At 1 November 2021
150,000
Disposals
(5,600)
At 31 December 2022
144,400
Amortisation and impairment
At 1 November 2021 and 31 December 2022
-
0
Carrying amount
At 31 December 2022
144,400
At 31 October 2021
150,000
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 November 2021
25,381
Additions
3,300
At 31 December 2022
28,681
Depreciation and impairment
At 1 November 2021
8,900
Depreciation charged in the period
5,632
At 31 December 2022
14,532
Carrying amount
At 31 December 2022
14,149
At 31 October 2021
16,481
5
Debtors
2022
2021
Amounts falling due within one year:
£
£
Other debtors
23,231
17,242
Prepayments and accrued income
28,691
16,682
51,922
33,924
QV BIOELECTRONICS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 9 -
6
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
76,469
23,786
Taxation and social security
7,809
3,030
Other creditors
9,905
2,837
94,183
29,653
7
Provisions for liabilities
2022
2021
£
£
Deferred tax liabilities
3,537
4,120
8
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.001p each
1,361,156
1,180,964
14
12
A Ordinary shares of 0.001p each
1,233,966
686,879
12
7
Deferred Shares of 0.001p each
92,593
-
1
-
2,687,715
1,867,843
27
19

On 17 May 2022, 166,666 A Ordinary £0.00001 shares were issued at a total premium of £179,998. In addition, on this date, 92,593 A Ordinary shares were redesignated as deferred shares.

 

The company also issued 180,192 Ordinary £0.00001 shares at a total premium of £555,233 on 23 December 2022, along with 473,014 A Ordinary £0.00001 shares at a total premium of £1,457,518 on the same date.

 

The deferred shares have no rights in respect of voting or dividends.

 

All Ordinary and A Ordinary shares have attached to them full voting, dividend and capital distribution rights, however, on a return of assets, holders of the A Ordinary shares take priority over holders of ordinary shares.

9
Events after the reporting date

On 10 May 2023, the company granted 92,750 options to buy Ordinary shares with a nominal value of £0.00001 each, for £0.10 each, to certain employees, all of which were exercised immediately.

 

On the same date 32,452 Ordinary shares and 48,679 A Ordinary shares were issued for a total premium of £249,999.

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