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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Personal Screen | LSE:PSP | London | Ordinary Share | GB0003486585 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.085 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number : 8600X Personal Screening PLC 30 June 2008 Stock Exchange Announcement For immediate release 30 June 2008 Personal Screening PLC ("Personal Screening" or "the Company") Results of the Company for the year ended 31 December 2007 The Board of Personal Screening announces the results of the Company for the year ended 31 December 2007, which are set out below. These have been published and will be sent to shareholders today. Copies of these financial statements will be available from the offices of Nabarro Wells & Co. Limited, Old Change House, 128 Queen Victoria Street, London EC4V 4BJ. The Company's AGM will be held at the offices of Personal Screening, 35 Hagley Road, Stourbridge DY8 1QR on Wednesday 30 July 2008 at 9.00am. CHAIRMAN'S STATEMENT I am pleased to present to shareholders the financial statements of the group for the twelve months ended 31 December 2007. Group sales for the period were £48,970, compared to £31,337 for the previous year and the loss before taxation was £833,811, compared to a restated loss of £254,930 for 2006. The fully diluted loss per share was 0.39p, compared to a restated fully diluted loss per share for 2006 of 0.14p. In my remarks with the interim results I noted that there had been an improvement in sales but that they still remained far lower than we would wish. This continues to be the case and although we hope that various steps which were taken during the year to improve future sales will be successful, such as the acquisition of Over 50s.com, a website aimed at mature persons who are our main target customers, we have nevertheless considered it appropriate, given the current level of sales, to reduce the carrying value of the relevant goodwill in our subsidiary Personal Screening International Limited by £657,000 to approximately £200,000. This non cash adjustment accounts for the whole of the increase in our reported loss for the year. The consolidated group balance sheet remains healthy with cash resources at year end of some £348,000. The directors are continuing to seek ways to improve value for shareholders by means of a suitable acquisition. I would like to thank all shareholders for their loyalty and continued support and I look forward to being able to report further progress during the coming months. Michael Scorey Chairman 27 June 2008 REPORT OF THE DIRECTORS The directors present their report together with the financial statements for the year ended 31 December 2007. Principal activities The principal activity of the group during the year was that of selling self-test medical kits. Business review and future developments A commentary on the group's KPI's together with developments in the business both during and after the year are detailed in the Chairman's Statement on page 1. Principal risks and uncertainties facing the group The key risk and uncertainty facing the group is the ability to develop the market in the group's products and the ability to identify suitable acquisitions to grow the business. Trading results There was a loss for the year after taxation amounting to £ 833,811 (restated 2006: £ 254,930). The directors do not recommend payment of a dividend and the loss has therefore been transferred from reserves. Going concern Having made appropriate enquires and having examined the major areas which could affect the Group's financial position, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future. For this reason, they consider it appropriate to adopt the going concern basis in preparing the financial statements. Corporate governance The Company intends to continue with measures previously put in place to ensure that it complies with the Combined Code so far as is practicable and appropriate for a public company of its size and nature. The Directors intend to comply with Rule 21 of the AIM Rules for Companies relating to directors' dealings as applicable to AIM companies and will also take all reasonable steps to ensure compliance by the Company's applicable employees. Relations with shareholders The Chairman is the Company's principal spokesperson with investors, fund managers, the press and other interested parties. At the Annual General Meeting, private investors are given the opportunity to question the Board. Internal control The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company's systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and so can be dealt with appropriately. Directors The membership of the Board during and at the end of the year is set out below. Michael Scorey Simon Driscoll Aniz Visram Substantial Shareholders At 31 May 2008, the following had notified the company of a disclosable interest in 3% or more of the issued share capital of the company: Ordinary shares of 0.1p each % of issued share capital Pershing Keen Nominees Limited 49,355,999 16 TD Waterhouse Nominees 43,117,315 14 (Europe) Limited James May Esq 37,675,211 13 Jim Nominees Limited 19,336,259 6 Statement of Directors' responsibilities The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange the Directors are required to prepare the Group financial statements in accordance with IFRS's as adopted by the EU and applicable laws and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). The Group financial statements are required by law and IFRS's as adopted by the EU to present fairly the financial position and the performance of the Group; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation. The Parent Company financial statements are required by law to give a true and fair view of the state of affairs of the Parent Company. In preparing each of the Group and Parent Company financial statements, the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * for the Group financial statements, state whether they have been prepared in accordance with IFRS's as adopted by the EU; * for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Group and Parent Company will continue in business. The directors are responsible for keeping proper accounting records, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for ensuring that the directors' report and other information contained in the annual report is prepared in accordance with company law in the United Kingdom. The Directors are responsible for the maintenance and integrity of the corporate and financial information included in the Company's website. Legislation in the UK governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and which they know the auditors are unaware of. Creditor payment policy The Group does not follow a specific code or statement on payment practice. However, it is the Group's policy to pay its suppliers in accordance with the payment terms agreed at the outset of the relationship. At the year end group trade creditors represented 78 days purchases (2006 - 161 days). Auditors A resolution to reappoint RSM Bentley Jennison, Chartered Accountants and Registered Auditors will be proposed at the forthcoming AGM. ON BEHALF OF THE BOARD Simon Driscoll Director 27 June 2008 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PERSONAL SCREENING PLC We have audited the Group and Parent Company financial statements (the "financial statements") of Personal Screening PLC for the year ended 31 December 2007 which comprise the Consolidated Income Statement, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and the related notes. These Financial Statements have been prepared in accordance with the accounting policies set out therein. This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and 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 directors and auditors The directors' responsibilities for preparing the Directors' Report and the Group Financial Statements in accordance with applicable law and International Financial Reporting Standards (IFRS's) as adopted by the EU, and for preparing the Parent Company financial statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities on pages 3 and 4 . Our responsibility is to audit the Financial Statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the Financial Statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the Financial Statements. In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions with the group is not disclosed. We read the Director's Report and consider the implications for our report if we become aware of any apparent misstatements within it. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Financial Statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the Financial Statements, and of whether the accounting policies are appropriate to the Group's and Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the Financial Statements. Opinion In our opinion: * the Group Financial Statements give a true and fair view, in accordance with IFRS's as adopted by the European Union, of the state of affairs of the Group as at 31 December 2007 and of its loss and cash flows for the year then ended; * the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; and * the Parent Company financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the Parent Company's affairs as at 31 December 2007; * the Parent Company financial statements have been properly prepared in accordance with the Companies Act 1985; and * the information given in the Director's Report is consistent with the Financial Statements. RSM Bentley Jennison Chartered Accountants and Registered Auditors Charterhouse Legge Street Birmingham B4 7EU 27 June 2008 CONSOLIDATED INCOME STATEMENT 2007 2006 ( restated) Note £ £ Continuing operations Revenue 1,2 48,970 31,337 Cost of sales 3 (43,880) (22,116) Gross profit 5,090 9,221 Other Income - Grants Received 18,000 - Amortisation of intangible assets (8,375) (3,971) Exceptional costs 3 (541,168) - Other administrative expenses 3 (302,640) (253,257) Results from operating activities (829,093) (248,007) Net finance expense 4 (4,718) (6,923) Loss before taxation (833,811) (254,930) Income tax expense 5 - - Loss from continuing operations (833,811) (254,930) Loss per ordinary share - basic and diluted 6 (0.39)p (0.14)p There was no recognised income or expenses other than the loss for the financial period. CONSOLIDATED BALANCE SHEET - AS AT 31 DECEMBER 2007 2007 2006 (restated) Note £ £ Non current assets Property, plant and equipment 8 12,258 15,658 Goodwill 9 337,854 892,755 Intangible assets 10 45,016 53,391 Total non current assets 395,128 961,804 Current assets Inventories 12 10,087 23,041 Trade and other receivables 13 76,595 62,085 Cash and cash equivalents 14 348,165 401,064 Total current assets 434,847 486,190 Total assets 829,975 1,447,994 Current liabilities Bank loans and overdrafts 15 (36,000) (36,000) Trade and other payables 16 (170,797) (232,716) Total current liabilities (206,797) (268,716) Non current liabilities Bank loans 15 (79,072) (100,892) Trade and other payables 16 (41,000) (94,165) Total non current liabilities (120,072) (195,057) Total liabilities (326,869) (463,773) Net assets 503,106 984,221 Equity Called up share capital 20 310,235 178,633 Share premium account 20 1,642,038 1,420,944 Capital Redemption Reserve Account 20 2,667,179 2,667,179 Profit and loss account 20 (4,116,346) (3,282,535) Equity attributable to equity holders of the 503,106 984,221 parent The financial statements were approved by the board on 27 June 2008 *****************. ***************** Simon Driscoll - Director Aniz Visram - Finance Director CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Called up Share Capital redemption Profit and share premium reserve account loss Total capital account account equity £ £ £ £ £ At 1 January 2007 178,633 1,420,944 2,667,179 (3,282,535) 984,221 Issue of shares (net of issue 131,602 221,094 - - 352,696 costs) Loss for the year - - - (833,811) (833,811) At 31 December 2007 310,235 1,642,038 2,667,179 (4,116,346) 503,106 Statement of changes in equity For the 12 months ended 31 December 2006 (restated) Called Sharepremiumaccount Capitalredemptionres Profit upsharecapital erve account andlossaccount( TotalEquity( restated) restated) £ £ £ £ £ At 1 January 2006 64,433 612,087 2,667,179 (3,027,605) 316,094 Issue of shares (net of issue 114,200 808,857 - - 923,057 costs) Loss for the year (restated) - - - (254,930) (254,930) At 31 December 2006 178,633 1,420,944 2,667,179 (3,282,535) 984,221 CONSOLIDATED CASH FLOW STATEMENT Note 2007 2006 ( restated) £ £ Net cash flow generated from operations 21 (275,462) (377,093) Interest paid (13,211) (11,540) Net cash outflow from operating activities (288,673) (388,633) Cashflow from investing activities Acquisition of subsidiary undertakings (net of (5,000) (35,000) cash) Purchases of property, plant and equipment (112) (20,512) Interest received 8,493 4,617 Net cash inflow/(outflow) from investing 3,381 (50,895) activities Financing Proceeds from issue of shares 300,000 1,122,000 Costs of share issue (45,787) (238,943) Net cash inflow from financing 254,213 883,057 (Decrease)/Increase in cash and cash equivalents (31,079) 443,529 Cash and cash equivalents at beginning of period 264,172 (179,357) Cash and cash equivalents at end of period 233,093 264,172 Comprising; Cash and cash equivalent 348,165 401,064 Bank overdraft (115,072 ) (136,892) Cash and cash equivalents for cash flow 233,093 264,172 statement purposes 1 Accounting policies and general information General information Personal Screening PLC is a company incorporated in the United Kingdom under the Companies Act 1985. The address of the registered office is 35 Hagley Road, Stourbridge, West Midlands, DY8 1QR. The nature of the group's operations and its principal activity is that of selling self-test medical kits. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates. Adoption of new and revised International Financial Reporting Standards In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 April 2007. The adoption of the following IFRSs has not impacted the audited financial statements: IFRIC 8 - Scope of IFRS 2 Share Based Payment IFRIC 10 - Interim Financial Reporting and Impairment At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective: IFRS 8 - Operating Segments IAS 23 - Borrowing Costs IFRIC 11- Group and Treasury Share Transactions IFRIC 12 - Service Concession Arrangements These Standards and Interpretations are not expected to have any significant impact on the Group's financial statements, in their periods of initial application. Basis of Accounting The financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) for the first time. The disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS are given in note 23. Comparative figures for 2006 have been restated as appropriate. The report has been prepared on a going concern basis in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") at 31 March 2008 as well as all interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") at 31 March 2008. The group has not availed itself of early adoption options in such standards and interpretations. The financial statements have been prepared under the historical cost basis. The principal accounting policies adopted are set out below. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies so as to obtain benefits from its activities. Business combinations The purchase method of accounting is used for all acquired businesses as defined by IFRS 3 - Business Combinations. As a result of the application of the purchase method of accounting, goodwill is initially recognised as an asset being the excess at the date of acquisition of the fair value of the purchase consideration plus directly attributable costs of acquisition over the net fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries acquired. Where fair values are estimated on a provisional basis they are finalised within 12 months of acquisition with consequent changes to the amount of goodwill. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Intangible assets acquired as part of a business combination Identifiable intangible assets acquired as part of a business combination are initially recognised separately from goodwill if the asset's fair value can be measured reliably, irrespective of whether the asset had been recognised by the acquiree before the business combination. An intangible asset is considered identifiable only if it is separable or arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations. For intangible assets with finite useful lives, amortisation is calculated so as to write off the cost of an asset less its estimated residual value over its useful economic life of fifteen years. Goodwill Goodwill arising on consolidation represents the excess cost of acquisition over the group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed. Goodwill arising on acquisition before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impairment at each balance sheet date. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profits for the year. Taxable profit differs from net profit as reported in the income statement 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 Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that 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 income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives using the straight-line method, on the following bases: Plant and equipment (including fixtures and fittings) 25% per annum straight line basis Motor vehicles 25% per annum reducing balance basis The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. Impairment of tangible and intangible assets excluding goodwill At each balance sheet date, the Group 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 the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair values less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimate of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date was £337,000 after impairment loss of £657,000 was recognised. Details of the impairment loss calculation are provided in note 9. Share based payments Other than for business combinations, there are no other share based payments made by the group. Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises the purchase cost of direct materials. Cost is calculated using the first in first out (FIFO) basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing and selling. Financial instruments Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. Trade receivables Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Financial liability and equity Financial liabilities and equity instruments are classified according to the substance of the contractual agreements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recognised at the amount of proceeds received net of costs directly attributable to the transaction. To the extent that those proceeds exceed the par value of the shares issued they are credited to a share premium account. Trade payables Trade payables are not interest-bearing and are stated at their nominal value. Critical accounting judgements and key sources of estimation uncertainty In application of the group's accounting policies above, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities. These estimates and assumptions are based on historical experience and other factors considered relevant. Actual results may differ from 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 payments if the revision affects both current and future periods. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed above (principally impairment of goodwill). 2 Segmental analysis The whole of the sales revenue is attributable to the principal activity of the group. All sales revenue arose within the United Kingdom. 3 Analysis of operating income and expenses by nature Cost of sales 2007 2006 £ £ Other costs included in cost of sales 43,880 22,116 Direct materials and other Total cost of sales 43,880 22,116 Administrative expenses Employee benefit expense Employee benefit expenses, including directors' remuneration, were as follows: 2007 2006 £ £ Wages and salaries 149,506 110,853 Social security costs 14,586 10,417 Company pension contributions 3,000 1,000 167,092 122,270 The average monthly number of employees (including directors) during the year, analysed by category, was as follows: No. No. Technical 1 1 Sales and Administration 4 4 5 5 Directors' emoluments 2007 2006 £ £ Emoluments 104,000 90,000 Company pension contributions 3,000 1,000 Benefits in Kind 295 222 107,295 91,222 There was one director accruing benefits under a money purchase Pension scheme (2006; one) Exceptional costs 2007 2006 £ £ Impairment of goodwill 657,287 - Write of back of creditors not required (116,119) Total 541,168 - Property, plant and equipment 2007 2006 £ £ Depreciation of owned fixed assets 4,420 5,416 Auditors' remuneration 2007 2006 £ £ Auditors' remuneration - Audit services to the parent 5,000 5,000 company Auditors' remuneration - Audit services to the rest of the 5,000 5,000 group Auditors' remuneration - Taxation services 5,000 5,000 Auditors' remuneration - Other services 5,500 - 20,500 15,000 4 Net finance expense 2007 2006 £ £ Finance income 8,493 4,617 Finance expense (13,211) (11,540) Net finance income / (expense) (4,718) (6,923) 5 Income taxes 2007 2006 £ £ Current taxes - - Deferred taxes - - Total income taxes - - Tax charge on continuing operations - - Current: Current tax for the year - - Total current tax charge - - Deferred tax charge - - Total income taxes on continuing operations - - There were no discontinued operations during the year ended 31 December 2007. Tax rate reconciliation of corporation tax 2007 2006 ( restated) £ £ Loss for the year (833,811) (254,930) Corporation tax charge thereon at 19% (2006: 19%) (158,424) (48,437) Adjusted for the effects of: Expenses not deductible for tax purposes 105,517 9,534 Capital Allowances for the year in excess of 23 1,467 depreciation Losses carried forward 52,884 37,436 Income tax expense for the year - - Effective tax rate nil nil Factors which may affect future tax charge The company has corporation tax losses to carry forward against future profits of approximately £2.9 million (2006; £2.8 million). A deferred tax asset has not been recognised in respect of these losses due to uncertainty over the timing of utilisation. 6 Loss per share The calculation of loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue during the period as follows: 2007 2006(restated) £ £ Numerator: earnings attributable to equity (833,811) (254,930) Denominator: weighted average number of equity No.*000 No.*000 shares Basic and diluted 214,742 178,633 7 Dividend The Company will not be declaring an interim or final dividend. 8 Property, plant and equipment Fixtures and Fittings Computer Equipment Motor Vehicle Frames Total £ £ £ £ £ Cost At 1 January 2007 17,167 1,601 9,000 92,990 120,758 Acquisition of subsidiary 427 481 - - 908 Additions 112 - - - 112 At 31 December 2007 17,706 2,082 9,000 92,990 121,778 Accumulated Depreciation At 1 January 2007 9,460 400 2,250 92,990 105,100 Charge for the year 1,791 941 1,688 - 4,420 At 31 December 2007 11,251 1,341 3,938 92,990 109,520 Net Book Value 6,455 741 5,062 - 12,258 At 31 December 2007 7,707 1,201 6,750 - 15,658 At 31 December 2006 At 31 December 2005 562 - - - 562 Additions 9,911 1,601 9,000 - 20,512 Depreciation charge (2,766) (400) (2,250) - (5,416) At 31 December 2006 7,707 1,201 6,750 - 15,658 9 Goodwill The Group carried out an impairment review of all of the goodwill associated with its subsidiaries for the year ended 31 December 2007, and concluded that the carrying value of the cost of investment in its subsidiary, Personal Screening International Limited, required an impairment provision of £657,287. The recoverable amount has been determined based on a value in use calculation. Goodwill on Consolidatio n (restated) £ Cost At 1 January 2007 2,061,163 Additions 102,386 At 31 December 2007 2,163,549 Amortisation At 1 January 2007 1,168,408 Impairment provision 657,287 At 31 December 2007 1,825,695 Net book amount at 31 December 2007 337,854 Net book amount at 31 December 2006 892,755 The principal assumptions made in determining the value in use of each cash generating unit are the rate of sales growth and the gross margin achievable. The impairment test has been carried out using a projected Cash Flow based on the 2008 budget approved by the management. 10 Other intangible assets Intellectual Property Rights £ Cost At I January 2007 and 31 December 2007 124,900 Amortisation At 1 January 2007 71,509 Charge for the year 8,375 At 31 December 2007 79,884 Net book amount at 31 December 2007 45,016 Net book amount at 31 December 2006 53,391 Amortisation has been charged to administrative expenditure. 11 Acquisition of Subsidiary On 11 December 2007, Personal Screening PLC acquired the entire issued ordinary share capital of Over 50's.com Limited. For the period post acquisition, the subsidiary contributed revenue and profits to group as follows: £ Revenue 535 Profits 20 The synergies that the Group will obtain have contributed to the amount paid for goodwill. Those assets that do not meet the recognition criteria prescribed by IFRS 3 - Business Combinations have not been recognised as separate intangible assets, but assumed in goodwill. If the acquisition had been completed on the first day of the financial year, group revenues for the period would have been £55,000 and group loss attributable to equity holders of the parent would have been £883,000 The fair values shown below for all companies acquired during the year are provisional as the hindsight period allowed by financial reporting has not yet expired. The directors' assessment on the fair value of provisions is expected to be available in time for the next set of interim financial statements. Over 50*s.com Limited Pre-Acquisitionbook ProvisionalFair value under IFRS Value £ £ Assets Property, plant and equipment 460 460 Trade and other receivables 912 912 Cash and cash equivalents 1,981 1,981 3,353 3,353 Liabilities Trade and other payables (2,234) (2,234) Net Assets acquired 1,119 1,119 Consideration paid: Cash 5,000 Shares 98,483 Net Assets acquired (1,119) Goodwill recognised 102,364 12 Inventories 2007 2006 £ £ Direct materials 10,087 23,041 The amount of inventories recognised as an expense during the period amounted to £43,880 (2006: £22,116). The write down of inventories to their net realisable value amounted to £10,000 (2006: £nil) and mostly relates to finished products. 13 Trade and other receivables 2007 2006 £ £ Trade receivables 3,044 5,574 Called up share capital not paid 62,440 45,000 Other receivables 11,111 11,511 76,595 62,085 The called up share capital not paid includes an amount of £10,000 (2006; £10,000) due from Simon Driscoll, a director of the company. There is no material difference between the fair value of receivables and their book value. 2007 2006 Allowance for doubtful receivables £ £ Balance as at 1 January 2007 344 344 Provision for the year 740 - Balance at 31 December 2007 1,084 344 Provisions for uncollectible receivables and the utilisation of the allowance for doubtful receivables are presented in the income statement within the administrative expense caption. 14 Cash and cash equivalents 2007 2006 £ £ Bank balances Balance in the balance sheet 348,165 401,064 Bank overdraft/loan (115,072) (136,892) Balance for cash flow statement 233,093 264,172 There is no material difference between the fair value and the book value of cash and equivalents. 15 Borrowings 2007 2006 Current portion £ £ Bank loans 36,000 36,000 There is no material difference between the book value and the fair value of the Group's current financial assets and liabilities. 2007 2006 Non-current portion £ £ Bank loans 79,072 100,892 The bank loan is secured against a fixed and floating charge over all the assets of the group and carries an interest rate of 3% above HSBC Bank base rate. Personal Screening Plc has guaranteed the Bank Loan of Transad Limited. 16 Trade and other payables 2007 2006 £ £ Trade payables 63,640 131,167 Other payables 52,512 65,132 Accrued liabilities and deferred income 94,945 130,582 211,097 326,881 Other payables comprise: 2007 2006 £ £ Social security and other taxes 52,512 58,191 Miscellaneous minor items - 6,941 52,512 65,132 Presented as: - Current 170,097 232,716 - Non current 41,000 94,165 Total 211,097 326,881 Accrued liabilities and deferred income represents miscellaneous contractual liabilities that relate to expenses that were incurred, but not paid for at the year-end and income received during the period, for which the Group had not supplied the goods or services at the end of the year. The book value of trade payables, accrued liabilities and deferred income is considered to be in line with their fair value at the balance sheet date. 17 Financial instruments: information on financial risks All financial risk management activities are carried out and monitored by the board. All financial risk management activities are carried out on a prudent and consistent basis. Liquidity risk The main risk arising from the group's financial instruments is liquidity risk. The directors review and agree policies for managing this risk. It is the group's policy to maintain a minimum degree of headroom of cash requirements over available facilities at all times. It is, and has been in the period under review, the group's policy that no trading in financial instruments shall be undertaken. Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 15, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The carrying amount of financial assets and liabilities recorded by IAS 39 category are summarised as follows: 2007 2006 £ £ Financial assets Cash and cash equivalents 348,165 401,064 Loans and Receivables: Trade and other receivables 76,595 62,085 424,760 463,149 2007 2006 £ £ Financial liabilities Measured at amortised cost: - Borrowings 115,072 136,892 - Trade and other payables 211,797 326,881 326,869 463,773 Credit risk Given the current low level of sales, credit risk is not currently a significant risk to the group. The financial assets that are past due and not impaired are analysed as follows; 2007 2006 £ £ Financial assets Less than 30 days 1,794 149 31 - 60 days 235 860 61 - 90 days 206 968 91 - 180 days 1,048 404 Over 180 days 45,000 45,000 48,283 47,381 Financial liabilities maturity analysis The Group manages liquidity risk on the basis of expected maturity dates. The following table analyses financial liabilities by remaining contractual maturity (contractual and undiscounted cash flows): Borrowings Trade and other payables Total £ £ £ Less than 1 year 36,000 170,097 206,097 1 - 2 years 36,000 41,000 77,000 2 - 5 years 43,072 - 43,072 115,072 211,097 326,169 At present the Group does expect to pay all liabilities at their contractual maturity. In order to meet such cash commitments the Group expects the operating activity to generate sufficient cash inflows. In addition, the Group holds financial assets for which there is a liquid market and that are readily available to meet liquidity needs. Market risks Interest rate risk The Group's exposure to interest rate risk mainly concerns financial liabilities. Liabilities are floating rate. Receivables are short-term in nature. The following table analyses the breakdown of liabilities by type of interest rate: 2007 2006 £ £ Financial liabilities Floating rate - Bank Loan 115,072 136,892 Sensitivity analysis A hypothetical increase in interest rates by 50 basis points would increase losses after tax by £400 (2006: £685). Fair values There is no material difference between the book value and the fair value of the Group's financial assets and liabilities. 18 Share-based payments The Group has not undertaken any share based transactions in the year, other than the shares issued in respect of the acquisition disclosed in note 20. 19 Deferred taxation 2007 2006 £ £ Deferred tax on continuing operations Unprovided Deferred tax assets 571,286 415,000 No provision for deferred taxation has been made in the Financial Statements. 20 Equity capital 2007 2006 No. No. Authorised ordinary shares of 0.1p each 2,582,821,298 2,582,821,298 310,234,845 178,633,198 Allotted, called up and fully paid ordinary shares of 0.1p each Ordinary shares 0.1p Called up share Share Capital Redemption Profit and Loss capital Premium Reserve Account Account Account Total No. £ £ £ £ £ 178,633,198 178,633 1,420,944 2,667,179 (3,282,535) 984,221 At 1 January 2007 Shares issued At 31 August 2007 50,000,000 50,000 50,000 - - 100,000 At 14 September 2007 33,333,333 33,333 66,667 - - 100,000 At 14 September 2007 28,571,714 28,572 71,428 - - 100,000 At 11 December 2007 19,696,600 19,697 78,786 - - 98,483 Costs of issue - - (45,787) - - (45,787) Loss for the year - - - - (833,811) (833,811) At 31 December 2007 310,234,845 310,235 1,642,038 2,667,179 (4,116,346) 503,106 Allotments during the year The shares in issue were added to on the 31 August 2007 by way of a private placement of 50,000,000 ordinary shares of 0.1p each at an issue price of 0.2p per share and on the 14 September 2007 by way of a second private placement of 33,333,333 ordinary shares of 0.1p each at an issue price of 0.3p per share and a further 28,571,714 ordinary shares of 0.1p each at an issue price of 0.35p per share, raising a total of £ 300,000 (£254,213 net) to be used for the working capital of the group. On the 11 December 2007, the company acquired the entire share capital of Over 50's.com Limited for a cash consideration of £ 5,000 and a share issue of 19,696,600 ordinary shares of 0.1p each at an agreed price of 0.5p each. Share Warrants On 31 December 2004, the company created a warrant instrument pursuant to which the European Deposit Trust is entitled to subscribe for up to 4,000,000 ordinary shares at a price of 5p each. None of these warrants have been exercised to date. The warrants are exercisable at any time up to 30 November 2009. In the opinion of the Directors these options have no value. 21 Cash used in operations 2007 2006 ( restated) £ £ Results from operating activities (829,093) (248,007) Depreciation of property, plant and equipment 4,420 5,416 Amortisation of intangible assets 8,375 3,971 Impairment of goodwill 657,287 - Decrease/(Increase) in inventories 12,954 (5,028) Increase in receivables (14,510) (37,425) Decrease in payables (114,895) (96,020) Cash flows generated from operations (275,462) (377,093) 22 Transactions with related parties Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The remuneration of the directors, who are the key management personnel of the Group is disclosed in note 3. There are no transactions or balances with related parties other than the unpaid share capital disclosed in note 13. 23 Explanation of transition to IFRS The Group has applied IFRS 1 "First Time Adoption of International Financial Reporting Standards" as a starting point for reporting under IFRS. The Group's date of transition is 1 January 2006 and comparative information has been restated to reflect the Group's adoption of IFRS except where otherwise required or permitted by IFRS 1. IFRS 1 requires an entity to comply with each IFRS and IAS effective at the reporting date for its first financial statements prepared under IFRS. As a general rule, IFRS 1 requires such standards to be applied retrospectively. However, the standard allows several optional exemptions from full retrospective application. The Group has elected to take advantage of the following exemption: * business combinations made prior to 1 January 2006 will not be accounted for under IFRS 3 "Business Combinations" and as such the value of goodwill in the balance sheet at that date will be the same amount under IFRS as that recorded in the UK GAAP financial statements, subject to the completion of an annual impairment review The reconciliation of equity at 31 December 2006 (date of last UK GAAP financial statements) and the reconciliation of loss for 2006, as required by IFRS 1, including the significant accounting policies are set out below. Reconciliation of equity as at 31 December 2006 UK GAAP Effect of transition to IFRS IFRS £ £ £ Non-current assets Goodwill 843,229 49,526 892,755 Other intangible assets 53,391 - 53,391 Plant, Equipment and Motor 15,658 - 15,658 Vehicle Total non-current assets 912,278 49,526 961,804 Equity Share capital 178,633 - 178,633 Share premium account 1,420,944 - 1,420,944 Capital redemption reserve 2,667,179 - 2,667,179 account Retained earnings (3,332,061) 49,526 (3,282,535) Total equity 934,695 49,526 984,221 Reconciliation of loss for the year ended 31 December 2006 UK GAAP Effect of transition to IFRS IFRS £ £ £ Continuing operations Revenue 31,337 - 31,337 Cost of sales (22,116) - (22,116) Gross profit 9,221 - 9,221 Administrative expenses (253,257) - (253,257) Amortisation of intangible (3,971) - (3,971) assets Amortisation of goodwill (49,526) 49,526 - Results from operating (297,533) 49,526 (248,007) activities Net interest payable (6,923) - (6,923) Loss before taxation (304,456) 49,526 (254,930) Income tax expense - - - Loss for the period (304,456) 49,526 (254,930) PARENT COMPANY BALANCE SHEET AS AT 31 DECEMBER 2007 (UNDER UK GAAP) Note 2007 2006 £ £ £ £ Fixed assets Tangible Fixed Assets 3 6,667 8,804 Investments 4 363,348 814,460 370,015 823,264 Current assets Cash at Bank 338,407 300,307 Debtors 5 287,017 533,573 625,424 833,880 Creditors: amounts falling due 6 (162,278) (153,283) within one year Net current assets 463,164 680,597 Total assets less current 833,161 1,503,861 liabilities and net assets Capital and reserves Called up share capital 10 310,235 178,633 Share premium account 11 1,642,038 1,420,944 Capital Redemption Reserve 11 2,667,179 2,667,179 Account Profit and loss account 11 (3,786,291) (2,762,895) Equity shareholders' funds 12 833,161 1,503,861 The financial statements were approved by the board on 27 June 2008 *****************. ***************** Simon Driscoll - Director Aniz Visram - Finance Director 1 Basis of preparation The financial statements have been prepared, on policies consistent with the previous year, in accordance with applicable United Kingdom accounting standards and under the historical cost convention. The separate financial statements of the Company are presented as required by the Companies Act 1985. As permitted by that Act, the separate financial statements have been prepared in accordance with United Kingdom accounting standards. The Company has taken advantage of section 230 of the Companies Act 1985 and has not included an income statement in these financial statements. Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost less estimated residual value of each asset over its expected useful economic life, as follows: Fixtures and fittings 20% - 25% straight line Computer equipment 25% - 33.3% straight line Plant and machinery 25% - 33.3% reducing balance Motor Vehicles 25% reducing balance Investments in subsidiaries Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment. Financial instruments The company has financial instruments which it uses to raise finance for operations. Interest payable/receivable is accrued and charged/credited to the profit and loss account in the year to which it relates. Deferred taxation Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future have 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 of tax that have been enacted or substantively enacted by the balance sheet date. 2 Loss for the financial year The parent company has taken advantage of S230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The parent company's loss for the year was £1,023,396 (period ended 31 December 2006: £226,245). 3 Tangible fixed assets Fixtures and fittings Computer equipment Motor Vehicle Total £ £ £ £ Cost At 1 January 2007 1,137 1,601 9,000 11,738 Additions - 314 - 314 At 31 December 2007 1,137 1,915 9,000 12,052 Depreciation At 1 January 2007 284 400 2,250 2,934 Provided during the year 284 479 1,688 2,451 At 31 December 2007 568 879 3,938 5,385 Net book amount at 31 December 569 1,036 5,062 6,667 2007 Net book amount at 31 December 853 1,201 6,750 8,804 2006 4 Fixed asset investments Investment in subsidiary undertakings £ Cost At 1 January 2006 1,804,780 Acquisition of Over 50's.com 103,484 Limited At 31 December 2006 1,908,264 Provisions At 1 January 2007 990,320 Provided for in the year 554,596 At 31 December 2007 1,544,916 Net book amount at 31 December 363,348 2007 Net book amount at 31 December 814,460 2006 At 31 December 2007 the company held 100% of Ordinary share capital of the following:- Country of incorporation Nature of business Subsidiary Transad Limited England and Wales Dormant Personal Screening England and Wales Sale of self test kits International Limited Mermaid Diagnostics Limited England and Wales Diagnostic Equipment Over 50's.com Limited England and Wales E Commerce - Web Portal All subsidiaries have been included in the consolidation. 5 Debtors 2007 2006 £ £ Other debtors 72,604 55,947 Amounts due from group undertakings 214,413 477,626 287,017 533,573 All of the above amounts fall due within one year. 6 Creditors: amounts falling due within one year 2007 2006 £ £ Trade creditors 18,113 22,575 Other taxes and social security costs 4,623 5,269 Other creditors 21,000 21,000 Accruals and deferred income 23,445 9,342 Amounts due from group undertakings 95,097 95,097 162,278 153,283 7 Financial instruments The group uses financial instruments, other than derivatives, comprising borrowings, cash and various items such as trade debtors, trade creditors etc, that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations. The main risk arising from the group's financial instruments is liquidity risk. The directors review and agree policies for managing this risk. It is the group's policy to maintain a minimum degree of headroom of cash requirements over available facilities at all time. It is, and has been in the period under review, the group's policy that no trading in financial instruments shall be undertaken. 8 Short term debtors and creditors Short term debtors and creditors have been excluded from all the following disclosures. Liquidity risk The group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The fair value of financial instruments is not considered to be different from book value. Currency risk The group is not exposed to translation and transaction foreign exchange risk as all transactions are undertaken in Sterling. 9 Deferred taxation No deferred taxation has been provided for in the financial statements. The unprovided deferred tax asset is set out below:- 2007 2006 £ £ Unprovided deferred tax asset 195,000 149,000 10 Share capital 2007 2006 £ £ Authorised 2,582,821,298 ordinary shares of 0.1p each 2,582,821 2,582,821 Allotted, called up and fully paid 310,234,845 ordinary shares of 0.1p each 310,235 178,633 Allotments during the year The shares in issue were added to on the 31 August 2007 by way of a private placement of 50,000,000 ordinary shares of 0.1p each at an issue price of 0.2p per share and on the 14 September 2007 by way of a second private placement of 33,333,333 ordinary shares of 0.1p each at an issue price of 0.3p per share and a further 28,571,714 ordinary shares of 0.1p each at an issue price of 0.35p per share, raising a total of £ 300,000 (£ 254,213 net) to be used for the working capital of the group. On the 11 December 2007, the company acquired the entire share capital of Over 50's.com Limited for a cash consideration of £ 5,000 and a share issue of 19,696,600 ordinary shares of 0.1p each at an agreed price of 0.5p each. Share Warrants On 31 December 2004, the company created a warrant instrument pursuant to which the European Deposit Trust is entitled to subscribe for up to 4,000,000 ordinary shares at a price of 5p each. None of these warrants have been exercised to date. The warrants are exercisable at any time up to 30 November 2009. In the opinion of the Directors these options have no value. 11 Share premium account and reserves The company Capital Redemption Share premium Profit Reserve account account and loss account £ £ £ At 1 January 2007 2,667,179 1,420,944 (2,762,895) Shares issued - 266,881 - Professional Costs - (45,787) - Retained loss for the year - - (1,023,396) At 31 December 2007 2,667,179 1,642,038 (3,786,291) 12 Reconciliation of movements in shareholders' funds 2007 2006 £ £ Loss for the financial year (1,023,396) (226,245) Issue of shares (net of costs) 352,696 923,057 Net (decrease)/increase in shareholders' funds (670,700) 696,812 Opening shareholders' funds 1,503,861 807,049 Closing shareholders' funds 833,161 1,503,861 13 Acquisition of Over 50's.com Limited On the 11 December 2007, the company acquired the entire share capital of Over 50's.com Limited for a cash consideration of £ 5,000 and a share issue of 19,696,600 ordinary shares of 0.1p each at an agreed price of 0.5p each. This information is provided by RNS The company news service from the London Stock Exchange END FR URVRRWWRNOAR
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