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Company Registration Number:
SC288660 (Scotland)



Report of the Directors and Unaudited Financial Statements



Period of accounts


Start date: 01st September 2014

End date: 31st August 2015

SUBMITTED

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Contents of the Financial Statements
for the Period Ended
31st August 2015

Company Information
Report of the Directors
Profit and Loss Account
Gains and Losses
Balance sheet
Notes to the Financial Statements

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Company Information
for the Period Ended
31st August 2015




Director: Dr David Lanc
Mr Ian Paterson Brown
Company secretary: Burness Paull
Registered office: 50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
Company Registration Number: SC288660 (Scotland)

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Directors' Report Period Ended 31st August 2015

The directors present their report with the financial statements of the company for the period ended 31st August 2015

Principal activities
The principal activity of the company in the period under review was:
Identity Protection and Transaction Validation

Directors
The directors shown below have held office during the whole of the period from
01st September 2014 to 31st August 2015
Dr David Lanc
Mr Ian Paterson Brown

Political and charitable donations
No charitable donations were made during the year. No contributions to political organisations were made during the year.

Company policy on the employment of disabled persons
It is the company’s policy to give employment to disabled persons wherever practicable. At present none of our full time staff is registered disabled.

The year to 30th August 2015 was transformational for Payfont Limited (Payfont, the Company). In the period leading up to 24th December 2014, the Company raised the first tranche of its seed-funding round. Some £1.3m was raised via a direct share issue. The Company has agreed with its shareholders that it can seek up to £6m to fund its activities without continuous recourse to further investment agreements. This agreement both enables the Company’s directors to pursue efficient capital raising within the limits set and agreed with its shareholders, and to balance more effectively capital raising with financial need and investor interests. The seed investment has critically enabled the Company to finance recruitment of software engineering and technical resources and to start the production design, configuration and build of its Cybersecurity products. As at 30th August 2015, the Company was in process of gathering its second tranche of funds, having banked a further £0.97m as at the year-end. The Company employed 12 paid staff at its year-end, including 2 directors, of which 10 are focused entirely on bringing its software products to market. In addition, 2 further resources work with the Company. One works via a Government “Knowledge Transfer Partnership” (KTP), whereby a KTP grant of some £90,000 was awarded after the Company successfully bid for innovation support. Another is a security specialist via a “buy out’ of time from a leading Cybersecurity University, with which the Company engages under contract in joint Cybersecurity research and development. The KTP grant follows on from a very successful SMART Feasibility award of £97,000, of which the final installment of £27,000 was due at the year-end. This helped fund the development, testing, scalability evaluation and production blueprint design from the Company’s ADeCA Cybersecurity framework for protecting organisational and Cloud stored data. ADeCA is an exciting product, of global significance, which is in early production build at the year-end, and will be the focus of further innovation given its relevance to global Cyber threats. Recognising the Company is in its early production build, relationships are being developed with appropriate PR/Branding and business development specialists. This inevitably takes much time, and is an ongoing process. However, by the first quarter of 2016 we anticipate having a more aggressive PR and business development focus in place, commensurate with our funds priorities. The above resources, successes, and activities, together with continuing support from the Company’s advisers, will enable the Company to consolidate its position in 2016. Early discussions with large banking groups and global tech companies in 2015 are ongoing, with our strategy moving from conceptual presentations to in-production build proofs. Global Cybercrime, identity and financial fraud continue to grow despite existing industry attempts to reduce the impact of Cybercrime. The Dynamic Authentication and Data Security products the Company is developing are designed to counter both the increasing threat and the weakening response of industry to online security. The Company remains an “early stage” innovator, and as such carries the risk inherent in such an embryonic stage Company. However, its IP, products under development and future focus remain novel and transformational, and as such the Company must balance the need to showcase its software with the need to “educate” a global market that is used to linear steps and incrementalism. To this end, the Company has embarked on a development that will result in a direct market launch of a product, codenamed “Tag and Tab.” Tag and Tab will showcase the Company’s Dynamic Authentication together with its ADeCA data security, within a simple to use Cloud based file sharing and connection application, available on all major operating environments. This approach is designed to deliver an ultra-secure working system used by people whereby privacy and data ownership are respected, and the concept of personalised authentication and user based risk appetite are highlighted. This launch will provide a more elegant showcase of the Company’s key Cybersecurity, and enable more insightful collaborations and partnerships to be developed. It will also provide the Company with market feedback and increased business development opportunities. The components within Tag and Tab are core to all Payfont branded products thereby optimizing resource and cost effort. As at the year end, the Company is on schedule to deliver Tag and Tab to first delivery beta testing use by end September, and to deliver a market ready product by Q1, 2015. Further progress was made on developing IP via patent and trademark applications. Despite the Alice Corporation case in the US, the Company believes, via its US patent attorneys, it is well placed with its patented IP, and continues to process applications where appropriate. As at the year-end, a further 3 patent applications were in process or pending and US and European trademarks were being pursued. Funds and markets allowing, 2016 will see the Company deliver its core Cybersecurity product developments, and develop its first partnerships.

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on 22 September 2015
And Signed On Behalf Of The Board By:

Name: Dr David Lanc
Status: Director
Name: Mr Ian Paterson Brown
Status: Director

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Profit and Loss Account

for the Period Ended 31st August 2015

Notes 2015
£
2014
£
Turnover: 0 0
Cost of sales: 0 0
Gross profit or (loss): 0 0
Administrative expenses: 2, 3 660,834 134,119
Other operating income: 100,504 -
Operating profit or (loss): ( 560,330 ) ( 134,119 )
Interest receivable and similar income: 4,157 803
Interest payable and similar charges: 0 -
Profit or (loss) on ordinary activities before taxation: ( 556,173 ) ( 133,316 )
Profit or (loss) for the financial year: ( 556,173 ) ( 133,316 )

The notes form part of these financial statements

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Statement of total recognised gains and losses
31st August 2015

Statement of total recognised gains and losses

The company does not have any gains and losses other than Profit and Loss for the period to report.

The notes form part of these financial statements

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Balance sheet
As at 31st August 2015

Notes 2015
£
2014
£
Fixed assets
Intangible assets: 0 0
Tangible assets: 4 76,933 1,373
Total fixed assets: 76,933 1,373
Current assets
Stocks: 0 0
Debtors: 5 247,675 16,570
Cash at bank and in hand: 1,450,727 42,135
Total current assets: 1,698,402 58,705
Creditors: amounts falling due within one year 6 56,432 47,742
Net current assets (liabilities): 1,641,970 10,963
Total assets less current liabilities: 1,718,903 12,336
Creditors: amounts falling due after more than one year: - 29,700
Total net assets (liabilities): 1,718,903 ( 17,364 )

The notes form part of these financial statements

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Balance sheet
As at 31st August 2015
continued

Notes 2015
£
2014
£
Capital and reserves
Called up share capital: 7 2,642,406 349,965
Profit and Loss account: ( 923,503 ) ( 367,329 )
Total shareholders funds: 1,718,903 ( 17,364 )

For the year ending 31 August 2015 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the Financial Reporting Standard for Smaller Entities (effective 2008).

The financial statements were approved by the Board of Directors on 22 September 2015

SIGNED ON BEHALF OF THE BOARD BY:

Name: Dr David Lanc
Status: Director
Name: Mr Ian Paterson Brown
Status: Director

The notes form part of these financial statements

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 1. Accounting policies

    Basis of measurement and preparation of accounts

    The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain fixed assets and in accordance with the Financial Reporting Standard for Smaller Entities (Effective April 2008)

    Tangible fixed assets depreciation policy

    Depreciation is provided, after taking account of any grants receivable, at the following annual rates in order to write off each asset over its estimated useful life. Office Equipment - 33% on cost, Fixtures and fittings - 33% on cost including full charge in year of purchase.

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 2 . Directors' remuneration

    2015 2014
    £ £
    Directors' remuneration: 112,917 31,218
    TOTAL: 112,917 31,218

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 3. Employees

    2015 2014
    £ £
    Wages and salaries: 157,536 -
    Social security costs: 18,482 -
    Total staff costs: 176,018 -
    Average number of employees including directors during the period: 4 1

    To enable product development, Payfont had 12 employees including directors at the 31st August 2015.

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 4. Tangible assets

    Land and buildings Plant Machinery Fixtures and fittings Office Equipment Motor vehicles Total
    Cost £ £ £ £ £ £
    At 01st September 2014: - - 974 11,801 - 12,775
    Additions: - - 20,710 99,016 - 119,726
    At 31st August 2015: - - 21,684 110,817 - 132,501
    Depreciation
    At 01st September 2014: - - 737 10,665 - 11,402
    Charge for year: - - 7,228 36,938 - 44,166
    At 31st August 2015: - - 7,965 47,603 - 55,568
    Net book value
    At 31st August 2015: - - 13,719 63,214 - 76,933
    At 31st August 2014: - - 237 1,136 - 1,373

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 5. Debtors

    2015 2014
    £ £
    Other debtors: 32,613 169
    Prepayments and accrued income: 215,062 16,401
    Total: 247,675 16,570

    Other debtors in both years relate to VAT owed. Prepayments and accrued income in both years include deposits paid on rent. 2015 also includes prepayments to Dell for IT equipment and £26,944 grant monies due.

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 6. Creditors: amounts falling due within one year

    2015 2014
    £ £
    Accruals and deferred income: 56,432 47,742
    Total: 56,432 47,742

    In both years, an adjustment has been made to accruals and deferred income to balance the restriction on recognising share capital to 2 decimal places. Actual creditors amounts falling due in less than one year are £14,688 as at 31st August 2014 and £66,338 as at 31st August 2015.

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Notes to the Financial Statements
for the Period Ended
31st August 2015

  • 7. Called up share capital

    Allotted, called up and paid

    Previous period 2014
    Class Number of shares Nominal value per share Total
    Ordinary shares: 10,500 33.33
    33.33
    349,965
    Total share capital: 349,965
    Current period 2015
    Class Number of shares Nominal value per share Total
    Ordinary shares: 11,488,721 0.23
    0.23
    2,642,406
    Total share capital: 2,642,406

    The Company effected a sub-division of its share capital in December 2014, with each of the existing 10,500 shares of £0.001 being sub-divided into one thousand new ordinary shares of £0.000001 (such that the issued share capital was 10,500,000 new ordinary shares of £0.000001). A premium attached to each of these shares prior to the subdivision (which was unchanged) resulting in an aggregate value of £350,007 brought forward as at 1 September 2014. The Company then issued 22,556 new ordinary shares of £0.000001 in satisfaction of a debt due by the Company, and issued 966,165 new ordinary shares of £0.000001 pursuant to an investment round, in each case based on a price per share of £1.33 (comprising the nominal value plus a share premium of £1.329999). In aggregate, the current issued share capital of the Company is 11,488,721 new ordinary shares of £0.000001 (representing an aggregate nominal value (and premium) of £11.48 (rounded)). The Company has proposed a further round of investment (which its shareholders have already consented to) and is ingathering funds pursuant to this, with £967,493 ingathered as at 31st August 2015. The investment round shall close imminently, and further new ordinary shares of £0.000001 shall be issued at a price per share of £1.33. The total £2,642,406 is inflated by £9,906, due to restriction to 2 decimal places. This has been adjusted in creditors,