Acorah Software Products - Accounts Production 14.6.300 false true true 31 August 2022 1 September 2021 false 1 September 2022 31 August 2023 31 August 2023 08059522 J Fisher E Maartmann G C Wilmot true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 08059522 2022-08-31 08059522 2023-08-31 08059522 2022-09-01 2023-08-31 08059522 frs-core:CurrentFinancialInstruments 2023-08-31 08059522 frs-core:Non-currentFinancialInstruments 2023-08-31 08059522 frs-core:BetweenOneFiveYears 2023-08-31 08059522 frs-core:ComputerEquipment 2022-09-01 2023-08-31 08059522 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-08-31 08059522 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-09-01 2023-08-31 08059522 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-08-31 08059522 frs-core:FurnitureFittings 2022-09-01 2023-08-31 08059522 frs-core:MotorVehicles 2022-09-01 2023-08-31 08059522 frs-core:PlantMachinery 2023-08-31 08059522 frs-core:PlantMachinery 2022-09-01 2023-08-31 08059522 frs-core:PlantMachinery 2022-08-31 08059522 frs-core:WithinOneYear 2023-08-31 08059522 frs-core:CapitalRedemptionReserve 2023-08-31 08059522 frs-core:SharePremium 2023-08-31 08059522 frs-core:ShareCapital 2023-08-31 08059522 frs-core:RetainedEarningsAccumulatedLosses 2022-09-01 2023-08-31 08059522 frs-core:RetainedEarningsAccumulatedLosses 2023-08-31 08059522 frs-bus:PrivateLimitedCompanyLtd 2022-09-01 2023-08-31 08059522 frs-bus:FilletedAccounts 2022-09-01 2023-08-31 08059522 frs-bus:SmallEntities 2022-09-01 2023-08-31 08059522 frs-bus:AuditExempt-NoAccountantsReport 2022-09-01 2023-08-31 08059522 frs-bus:SmallCompaniesRegimeForAccounts 2022-09-01 2023-08-31 08059522 1 2022-09-01 2023-08-31 08059522 frs-core:CostValuation 2022-08-31 08059522 frs-core:CostValuation 2023-08-31 08059522 frs-core:ProvisionsForImpairmentInvestments 2022-08-31 08059522 frs-core:ProvisionsForImpairmentInvestments 2023-08-31 08059522 frs-bus:Director1 2022-09-01 2023-08-31 08059522 frs-bus:Director2 2022-09-01 2023-08-31 08059522 frs-bus:Director3 2022-09-01 2023-08-31 08059522 frs-countries:EnglandWales 2022-09-01 2023-08-31 08059522 2021-08-31 08059522 2022-08-31 08059522 2021-09-01 2022-08-31 08059522 frs-core:CurrentFinancialInstruments 2022-08-31 08059522 frs-core:Non-currentFinancialInstruments 2022-08-31 08059522 frs-core:BetweenOneFiveYears 2022-08-31 08059522 frs-core:WithinOneYear 2022-08-31 08059522 frs-core:CapitalRedemptionReserve 2021-08-31 08059522 frs-core:CapitalRedemptionReserve 2022-08-31 08059522 frs-core:SharePremium 2021-08-31 08059522 frs-core:SharePremium 2022-08-31 08059522 frs-core:ShareCapital 2021-08-31 08059522 frs-core:ShareCapital 2022-08-31 08059522 frs-core:RetainedEarningsAccumulatedLosses 2021-09-01 2022-08-31 08059522 frs-core:RetainedEarningsAccumulatedLosses frs-core:PreviouslyStatedAmount 2021-08-31 08059522 frs-core:RetainedEarningsAccumulatedLosses 2022-08-31
Registered number: 08059522
Bubbles Online Services Ltd
Unaudited Financial Statements
For The Year Ended 31 August 2023
Contents
Page
Statement of Financial Position 1—2
Statement of Changes in Equity 3
Notes to the Financial Statements 4—9
Page 1
Statement of Financial Position
Registered number: 08059522
2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 840,922 1,947,115
Tangible Assets 5 71,845 95,794
Investments 6 3,000 3,000
915,767 2,045,909
CURRENT ASSETS
Debtors 7 162,639 91,203
Cash at bank and in hand 70,730 39,162
233,369 130,365
Creditors: Amounts Falling Due Within One Year 8 (1,150,002 ) (295,382 )
NET CURRENT ASSETS (LIABILITIES) (916,633 ) (165,017 )
TOTAL ASSETS LESS CURRENT LIABILITIES (866 ) 1,880,892
Creditors: Amounts Falling Due After More Than One Year 9 (5,578 ) (12,524 )
NET (LIABILITIES)/ASSETS (6,444 ) 1,868,368
CAPITAL AND RESERVES
Called up share capital 11 284 261
Share premium account 14,775,730 11,757,019
Capital redemption reserve 6 6
Income Statement (14,782,464 ) (9,888,918 )
SHAREHOLDERS' FUNDS (6,444) 1,868,368
Page 1
Page 2
For the year ending 31 August 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.
On behalf of the board
J Fisher
Director
31 August 2024
The notes on pages 4 to 9 form part of these financial statements.
Page 2
Page 3
Statement of Changes in Equity
Share Capital Share Premium Capital Redemption Income Statement Total
£ £ £ £ £
As at 1 September 2021 259 9,341,283 6 (6,663,155 ) 2,678,393
Loss for the year and total comprehensive income - - - (3,225,763 ) (3,225,763)
Arising on shares issued during the period 2 2,415,736 - - 2,415,738
As at 31 August 2022 and 1 September 2022 261 11,757,019 6 (9,888,918 ) 1,868,368
Loss for the year and total comprehensive income - - - (4,893,546 ) (4,893,546)
Arising on shares issued during the period 22 3,018,711 - - 3,018,733
As at 31 August 2023 284 14,775,730 6 (14,782,464 ) (6,444)
Page 3
Page 4
Notes to the Financial Statements
1. General Information
Bubbles Online Services Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 08059522 . The registered office is The Old Post House, 15b High Street, Alton, Hampshire, GU34 1AW.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
The functional currency of the company is considered to be pounds sterling because that is the currency of the primary economic environment in which it operates.
Preparation of Consolidated Financial Statements
The financial statements contain information about Bubbles Online Services Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.
2.2. Going Concern Disclosure
The directors have assessed the balance sheet and likely future cash flows at the date of approving these financial statements. During the year and after the year end, the company received additional capital investment and is actively seeking more investment. The directors note that the company is partially reliant on the future capital investment noted above, and although no assurances can be given, management are confident that it will be successful in these efforts given its track record of raising capital historically.
The directors are of the opinion that the matters described above are material uncertainties related to events or conditions that may cast significant doubt upon the company’s ability to continue as a going concern. However, the directors have a reasonable expectation that the company will be successful in its fundraising efforts and the directors can minimise discretionary spend and scale back activity if required. Therefore, the directors have a reasonable expectation that the company will continue in operational existence for the for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
2.3. Significant judgements and estimations
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In preparing these financial statements the directors have made the following judgements:
- Determined whether there are indicators of impairment of the company's tangible assets, intangible assets and investments in subsidiaries. Factors taken into consideration in reaching such a decision include the financial viability and expected future financial performance of the asset.
- Assessed which costs qualify for capitalisation as software development intangible fixed asset additions.
- Determined that the accounting policies in place in respect of turnover recognition and measurement are reasonable.
2.4. Turnover
Turnover is recognised the the extent that is it probable the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of consideration received or receivable, excluding discounts, rebates, valued added tax and other sales taxes.
Turnover is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of the turnover can be reliably measured;
- it is probable that the company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be reliably measured.
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2.5. Research and Development
Software development costs are recognised as an intangible asset when all of the following criteria are demonstrated:
- The technical feasibility of completing the software so that it will be available for use or sale.
- The intention to complete the software and use or sell it.
- The ability to use the software or to sell it.
- How the software will generate probable future economic benefits.
- The availability of adequate technical, financial and other resources to complete the development and to use or sell the software.
- The ability to measure reliably the expenditure attributable to the software during its development.
Following initial recognition of the development expenditure as an asset the cost model is applied, requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised evenly over the period of expected future benefit of 3 years. During the period of development the asset is tested for impairment annually.
Research expenditure is written off as incurred.
2.6. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Motor Vehicles 25% reducing balance
Fixtures & Fittings 25% reducing balance
Computer Equipment 25% reducing balance
Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.
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.
2.7. Leasing and Hire Purchase Contracts
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
2.8. Financial Instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position 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.
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
...CONTINUED
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2.8. Financial Instruments - continued
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, 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.
2.9. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.10. 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 statement of financial position date.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.
2.11. Pensions
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.
2.12. Government Grant
Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.
2.13. Investments
Investments in subsidiary undertakings are recognised at cost less impairment.
2.14. Share based payments
The company issues equity-settled share options and cash-settled share appreciation rights to certain employees. Equity-settled share based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity settled share based payments is expensed on a straight-line basis over the vesting period, based on the company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by use of the appropriate pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
A liability equal to the portion of the goods or services received is recognised at and remeasured to the current fair value determined at each balance sheet date for cash-settled share appreciation rights, with any changes in fair value recognised in profit or loss.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 41 (2022: 36)
41 36
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4. Intangible Assets
Development Costs
£
Cost
As at 1 September 2022 3,630,025
Additions 137,470
As at 31 August 2023 3,767,495
Amortisation
As at 1 September 2022 1,682,910
Provided during the period 1,243,663
As at 31 August 2023 2,926,573
Net Book Value
As at 31 August 2023 840,922
As at 1 September 2022 1,947,115
Intangible assets relate to mobile application development costs. The company has been focused on extensive development of its mobile app asset for a number of years. The cost of development provides the framework for the company's business model. In accordance with the requirements of FRS 102, the directors evaluate the expected future economic benefits of the capitalised costs to the extent that they are satisfied with reasonable certainty that those benefits will exceed the cost.
While it is possible to measure the costs with reasonable certainty, the economic benefit of the development expenditure is that of the entire business undertaking, since such development is fundamental to the main business activity. As such, the directors have concluded that, as well as following the requirements of FRS 102, it is a logical imperative that the development expenditure be capitalised as an intangible asset. Based upon forecasts, the company is confident the intangible asset will generate significant revenues in due course.
5. Tangible Assets
Plant & Machinery etc.
£
Cost
As at 1 September 2022 196,971
As at 31 August 2023 196,971
Depreciation
As at 1 September 2022 101,177
Provided during the period 23,949
As at 31 August 2023 125,126
Net Book Value
As at 31 August 2023 71,845
As at 1 September 2022 95,794
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6. Investments
Subsidiaries
£
Cost
As at 1 September 2022 3,000
As at 31 August 2023 3,000
Provision
As at 1 September 2022 -
As at 31 August 2023 -
Net Book Value
As at 31 August 2023 3,000
As at 1 September 2022 3,000
Investments in shares
The company owns 100% of the issued share capital of the following entities, all of which are dormant.
Name of entity: Jisp Solutions Ltd
Registered offic: 15b High Street, Alton, GU34 1AW
Name of entity: Digital Passport Ltd
Registered offic: 15b High Street, Alton, GU34 1AW
Name of entity: Jisp Norway AS
Registered offic: Holtegata 26, 0355, Oslo, Norway
7. Debtors
2023 2022
£ £
Due within one year
Trade debtors 51,225 14,972
Amounts owed by group undertakings 26,883 26,883
Other debtors 84,531 49,348
162,639 91,203
The company has a debt factoring agreement and the factor has a fixed and floating charge over the company's assets.
8. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Net obligations under finance lease and hire purchase contracts 3,192 4,647
Trade creditors 126,956 97,551
Other loans 490,409 -
Other creditors 74,447 11,195
Taxation and social security 454,998 181,989
1,150,002 295,382
Other creditors represent the balance of unsecured convertible loan notes issued to investors during the year which had not been converted to equity at the year end. Each convertible loan note is issued at a coupon of 10% and carries the right to be redeemed in full, plus interest, or converted to equity at a date determined by the loan note holder. As a result, the unsecured convertible loan notes are recognised as debt instruments until such time they are converted to equity.
The total convertible loan note interest recognised as an expense for the year ended 31 August 2023 is £89,386 (2022: £nil).
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9. Creditors: Amounts Falling Due After More Than One Year
2023 2022
£ £
Net obligations under finance lease and hire purchase contracts 5,578 12,524
10. Obligations Under Finance Leases and Hire Purchase
2023 2022
£ £
The future minimum finance lease payments are as follows:
Not later than one year 3,192 4,647
Later than one year and not later than five years 5,578 12,524
8,770 17,171
8,770 17,171
11. Share Capital
2023 2022
£ £
Allotted, Called up and fully paid 284 261
During the year the company allotted 22,570,000 A, B and C ordinary shares of £0.000001 each for total consideration of £3,018,733. 
12. Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
2023 2022
£ £
Not later than one year 33,101 33,101
Later than one year and not later than five years 13,792 46,893
46,893 79,994
13. Post Balance Sheet Events
Subsequent to the year end the company has raised in excess of £2,500,000 in the form of equity investments and the issue of unsecured convertible loan notes which it expects to convert to equity before 31 August 2024.
14. Related Party Transactions
In accordance with FRS 102 Section 33, the company has not disclosed any related party transactions between this company and its wholly-owned subsidiaries.
15. Ultimate Controlling Party
There is no individual ultimate controlling party.
16. Share Based Payments
The total number of options granted during the year is 1,411,762 (2022: nil) and 911,917 (2022: nil) of the outstanding options are exercisable at the year end.
No options were cancelled during the year and 499,845 options lapsed before the year end.
There is no share based payment expense for the year (2022: nil).
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