First Regional Accounting Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 09133841 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 July 2018

for

First Regional Accounting Limited

Page

Company Information

1

Balance Sheet

3

Notes to the Financial Statements

4

DIRECTORS:

M Peters

C Cowley

J S Peters

REGISTERED OFFICE:

Parkgates

Bury New Road

Prestwich

Manchester

M25 0JW

BUSINESS ADDRESS:

Millennium House

Victoria Road

Douglas

Isle of Man

IM2 4RW

REGISTERED NUMBER:

09133841 (England and Wales)

SOLICITORS:

Weightmans LLP

No 1 Spinningfields

Hardman Square

Manchester

M3 3EB

The directors present their strategic report for the year ended 31 July 2018.

REVIEW OF BUSINESS

The Company's principal activities during the year and anticipated for the medium term future are investment in, and collaborative support

of, a small number of niche Chartered Accountancy Practices.

During the year, the Company completed the acquisition of 100% of the Share Capital of Alexander Bursk Limited, a boutique Accounting

Practice in Prestwich, North Manchester. The acquisition was effective from 1st November 2017. Consideration is payable approximately

proportionally over the period to 31st December 2022.

The Directors regard the Company's share of profit and total return on capital deployed as the key performance indicators of the business.

Despite continuing flat professional conditions in the practices' locations, 2017/2018 was a year of satisfactory performance, with total

income stable, and expenses although higher, contained, resulting in continued satisfactory profitability.

David Pope has resigned as a Director, but retains his shareholdings in the Holding Company and his experience and advice continue to

be available to the Company in a Consultancy capacity.

The Company has appointed Jonathan Peters as a Non-executive Director. Jonathan Peters is an experienced Chartered Accountant,

currently Chief Financial Officer of a listed media company. The Company has also appointed Jonathan Metless as a Consultant.

Jonathan Metless is an experienced Solicitor currently Chairman of a significant London legal firm. His professional experience will be of

great assistance in increasing the Company's portfolio of firms.

At the end of the accounting year, the Company increased investment in Jolliffe Cork LLP by £125,000, and now holds 50% of the Capital

and Goodwill of the LLP. The Company maintained its loan of £250,000 to Jones and Partners Limited. The Company continues to

negotiate the progressive acquisition of a significant firm in the East Midlands .

PRINCIPAL RISKS AND UNCERTAINTIES

The Company faces a number of business risks and uncertainties due to flat trading conditions in the market of the underlying firms. There

are however signs of an improving market for accounting and advisory services in the geographic areas where the firms operate, and, with

the benefit of inter-firm collaboration, an improvement in profitable activities is anticipated.

The Company is dependent on generating profits and obtaining further loan finance to complete its programme of acquisitions on terms

and conditions that enable the Company to create a profitable profile.

The Company intends to join an appropriate international network. The Directors are pursuing opportunities which could reach a

satisfactory conclusion in the next few months.

RESEARCH AND DEVELOPMENT

In addition to the continual development and adaption of software products by the underlying firms, the Company is developing its own

Collaborative App and is scoping other bespoke products.

ON BEHALF OF THE BOARD:

M Peters - Director

31 July 2019

FIXED ASSETS

Investments

5

1,569,544

713,615

CURRENT ASSETS

Debtors

6

77,979

26,182

Cash at bank

5,013

17,891

82,992

44,073

CREDITORS

Amounts falling due within one year

7

236,532

26,547

NET CURRENT (LIABILITIES)/ASSETS

(153,540

)

17,526

TOTAL ASSETS LESS CURRENT LIABILITIES

1,416,004

731,141

CREDITORS

Amounts falling due after more than one year

8

1,234,550

622,050

NET ASSETS

181,454

109,091

CAPITAL AND RESERVES

Called up share capital

9

25,000

25,000

Retained earnings

156,454

84,091

SHAREHOLDERS' FUNDS

181,454

109,091

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 July 2018.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 July 2018 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 31 July 2019 and were signed on its behalf by:

M Peters - Director

1.	STATUTORY INFORMATION

First Regional Accounting Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These Accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities (the Financial

Reporting Standard applicable in the UK and Republic of Ireland). There are no material departures from that Standard.

The principal accounting policies adopted in the preparation of these Accounts are set out below; they have remained unchanged

from the previous year, and have been consistently applied within the same accounts.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents the amounts (excluding VAT) derived from Partnership profits, Investment and Consultancy Incomes during

the year.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it

relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which

they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or

substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets

and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the

gains or losses are included in the profit & loss account.

Fixed assets and amortisation

Partnership and less-than-controlling Company Interests are maintained at cost, plus any increase in the net assets since

acquisition, unless, in the opinion of the Directors, a permanent reduction in value has occurred; any such deficit is dealt with

through the profit & loss account. Any increase in Net Assets is also dealt with through the Profit and Loss Account.

The underlying Goodwill element included in Partnership and such Company Interests is amortised on a straight line basis over its

useful life estimated at twenty years.

Company interests where First Regional Accounting Limited has a controlling economic interest are maintained at cost unless, in

the opinion of the Directors, permanent reduction in value has occurred; any such deficit is dealt with in the profit & loss account.

The underlying goodwill element is maintained at cost unless the annual impairment review carried out by the Directors at the

Balance Sheet date indicates that an impairment provision is required; in such a case the necessary provision is provided through

the profit & loss account.

Going concern

The Accounts have been prepared on the assumption that the Company is able to carry on business as a going concern which

the Directors consider appropriate taking into account the circumstances of the shareholder loan.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2017 - 2 ) .

5.	FIXED ASSET INVESTMENTS

Investment

Partnership

in

Interests

Subsidiary

Loan

Totals

£

£

£

£

COST

At 1 August 2017

493,615

-

250,000

743,615

Additions

135,684

730,245

-

865,929

At 31 July 2018

629,299

730,245

250,000

1,609,544

PROVISIONS

At 1 August 2017

30,000

-

-

30,000

Provision for year

10,000

-

-

10,000

At 31 July 2018

40,000

-

-

40,000

NET BOOK VALUE

At 31 July 2018

589,299

730,245

250,000

1,569,544

At 31 July 2017

463,615

-

250,000

713,615

Investment in Subsidiary

2018

2017

At cost - Alexander Bursk Limited - including acquisition costs and increase in net assets since acquisition

£680,245

£-

Loan account (Unsecured and free of interest)

£50,000

£-

£730,245

£0

At 31st October 2018, the net assets of Alexander Bursk Limited were £607,324. Its profit after tax for the year ending 31st

October 2018, before amortisation and after the First Regional consultancy charge, was £36,327. The difference between the net

assets per the the subsidiary's accounts and the carrying value is in respect of acquisition costs and the differing treatment of

goodwill and amortisation, also the different accounting dates.

The shares in Alexander Bursk Limited are the subject of a charge created on 8th December 2017 securing the unpaid

consideration (at 31st July 2018 £519,000) in favour of the vendors including Ian Epstein and Barry Fine, directors of Alexander

Bursk Limited.

To preserve membership of appropriate professional bodies, voting control of Alexander Bursk Limited rests with Barry Fine (a

Director) by virtue of his holding a nominal but controlling voting share, but economic control rests with the Company.

Partnership Interests

2018

2017

Partnership Capital Account in Jolliffe Cork LLP

£525,000

£400,000

Partnership Current account

£90,722

£83,565

£615,722

£483,565

Accumulated Amortisation of the Goodwill element included in cost

£(40,000

)

£(30,000

)

£575,722

£453,565

The above book value of £485,000 (£525,000 - £40,000) includes amortised goodwill of £160,000 (2017 £170,000) and

unamortised goodwill (relating to the recent additional acquisition) of £75,000 (2017 Nil). The said goodwill is to be amortised in

future years.

In accordance with the Company's established accounting policy, the underlying goodwill is being amortised over 20 years (5%

per annum), but the Directors are not aware of any reduction from cost in the value of the underlying goodwill of Jolliffe Cork LLP

Interest in Jolliffe Cork Consulting Limited - plus increase in Net Assets

£13,577

£10,050

Total investment in Jolliffe Cork LLP and associate company

£589,299

£463,615

Loan

2018

2017

Jones and Partners Limited

£250,000

£250,000

The loan facility provided by the Company to Jones and Partners Limited is a maximum of £250,000, and is the subject of an

option to convert into 40% of the issued equity share capital. The loan is secured by a floating charge created 3rd December 2015

on the assets of the company, supported by a partial asset backed personal guarantee of its managing director and sole

shareholder. The loan and the option are for a period ending 31st October 2019, and the loan is repayable at maturity by either

conversion into equity capital or cash repayment by 31st January 2020. The loan is interest free until 31st October 2019.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

7,500

-

Other debtors

70,479

26,182

77,979

26,182

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

47,050

1,827

Taxation and social security

18,412

15,720

Other creditors

171,070

9,000

236,532

26,547

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Other creditors

1,234,550

622,050

Included in Other Creditors are shareholder loans of £872,050 (2017 £622,050) are unsecured and free of interest; repayment

terms are yet to be agreed, but the Shareholder has confirmed that no withdrawal will be demanded that would cause disruption to

the Company's current and anticipated activities.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

25,000

Ordinary Shares

1

25,000

25,000

In accordance with the Company's Memorandum & Articles of Association, the Company has no set authorised Share Capital.

The entire issued share capital is owned by FR Accounting Group Limited.

10.	RELATED PARTY DISCLOSURES

David Pope (who resigned as a Director on 14 May 2018) and Martin Peters are together the majority Shareholders in FR

Accounting Group Limited, the Company's Holding Company and Loan Creditor

.

Christian Cowley is a director of Oak Group (IOM) Limited who were paid £5,000 during the year in fees for company

administration. These fees were charged at normal professional rates.

The Company has met a small amount of administrative costs of the Holding Company, as it did in the preceding year.

Martin Peters was paid Director's fees of £5,000 for the year (2017 £5,000)

11.	ULTIMATE CONTROLLING PARTY

100% of the issued share capital is owned by the Holding Company FR Accounting Group Limited, but there is no ultimate

controlling party.

12.	CAPITAL COMMITMENTS

The Company had no capital commitments at 31st July 2018 (2017 £650,000). The unpaid part of the 2017 commitment of

£650,000 is included in creditors in these accounts.

13.	CONSOLIDATED ACCOUNTS

In view of the diversity of year end dates, consolidated accounts have not been prepared. Details of the net assets and profits of

the subsidiary are included in Note 7.