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
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