CHF Pip! Plc - Limited company accounts 18.2

REGISTERED NUMBER: 07718127 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2018

FOR

CHF PIP! PLC

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Ms J C Hawkins

P F Harris

REGISTERED OFFICE:

Ground Floor South Wing

Riverside Court, Riverside Business Park

Bollin Link

Wilmslow

Cheshire

SK9 1DL

REGISTERED NUMBER:

07718127 (England and Wales)

AUDITORS:

Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

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

REVIEW OF BUSINESS

Since the last AGM a lot of effort has been put into Pip Ahoy! to hopefully monetise the product with a view to

initialising an exit plan. The first step was to strengthen the Pip Board with the creation of a Steering Committee and a

new NED. The Steering Committee consists of:

- Dr Saleem Goolamali, an eminent physician and large investor in Pip Ahoy and other CHF products;

- Mr Chris Wase an entrepreneur and businessman and large investor in Pip Ahoy and other CHF products;

- Mr. Howard Jones an entrepreneur and businessman and large investor in Pip Ahoy and other CHF products;

- Mr Grant Ashley a successful retired businessman with investment in Pip Ahoy;

- Mr Ben Hortop who has been involved in raising the funds and worked in the early stages of the company.

The group's CV will be presented at the AGM. The NED is Paul Harris OBE, an investor in Pip Ahoy!, who has had a

successful career in building up blue chip companies. His CV will also be presented at the AGM.

All of the above are giving their time and experience without any remuneration to get Pip Ahoy! into a reasonable shape.

During the year, Pip Ahoy! has managed to get back onto ITVBe with two showings per day, It can also be seen on

YouTube, Wizz TV and Okee TV with a commitment to recommence with Cartoonito from spring 2019 onwards. The

programme has been translated into Russian and distributed by CLS and is also being shown on a number of

independent TV channels in China with one channel, "Tencents" being viewed 1.9 million times. The engagement of Jet

Pack to distribute the programmes in some major areas of the World has also been rolled out and hopefully will produce

a solid platform to increase the viewing figures with pre-school children creating a need for merchandising.

Underpinning the awareness campaign there have been various events throughout the UK supported by a web app which

takes the potential customer on a Pip Ahoy! Trail. Whilst still in the early stages they have been successful and there are

80 more venues planned for next year with Pip in character. Major venues include Butlins, Pontins and Park Holidays,

whilst using Facebook and Twitter feeds to promote events.

John Adams have relaunched Pip Ahoy! toys both new and old favourites at a competitive price with features on their

web-page dedicated to our products. There is a very wide range of top-up products now on the market ranging from T

shirts and pyjamas, to colouring books and buckets & spades, again very competitively priced. This is the first step in the

merchandising plan and once the traction has increased we will review the products to include outside toys, homeware,

collectables and stationery. Products can be purchased direct from a web site (wwwshop.pipahoy.com) and we look

forward to seeing the purchase trend increase during the run up to Christmas.

A lot of effort has been put in by the Steering Committee and the management team, building a platform which we hope

will project Pip Ahoy! into a good revenue stream. However, like all other businesses it can be affected not only by

Brexit, but by the current instability throughout the World. Stock markets move daily with large swings, the pound

sterling has been low for many months and uncertainty is causing consumers to be pessimistic about the future. All we

can do is to try to steer Pip Ahoy! through these stormy waters and reap the benefits in the following years.

PRINCIPAL RISKS AND UNCERTAINTIES

The main risk to the company is the level to which the series generates income. This, to a large extent, is mitigated by

the ratings the show has generated and the opportunities already derived, or in negotiation, around distribution and

licence and merchandising.

The company has a bank overdraft facility and is therefore exposed to both liquidity risk and interest rate risk. The board

reviews and agrees policies for managing each of these risks. The company manages its cash to meet the operating needs

of the business and seeks to maintain positive cash flows to minimise the expense arising from interest charged on its

borrowings.

ON BEHALF OF THE BOARD:

P F Harris - Director

11 December 2018

The directors present their report with the financial statements of the company for the year ended 31 July 2018.

DIVIDENDS

No dividends will be distributed for the year ended 31 July 2018.

DIRECTORS

Ms J C Hawkins has held office during the whole of the period from 1 August 2017 to the date of this report.

Other changes in directors holding office are as follows:

C W Ward - resigned 27 April 2018

P F Harris - appointed 28 April 2018

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen to set out information in respect of future developments in its strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements

in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and of the profit or loss of the company for that period. In preparing these financial statements, the directors

are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Ms J C Hawkins - Director

12 December 2018

Opinion

We have audited the financial statements of CHF Pip! Plc (the 'company') for the year ended 31 July 2018 which

comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash

Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of

significant accounting policies. The financial reporting framework that has been applied in their preparation is

applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial

Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting

Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 July 2018 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors

thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic

alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. 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 a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Karen Dent (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

14 December 2018

TURNOVER

3

9,594

30,739

Cost of sales

16,217

4,814

GROSS (LOSS)/PROFIT

(6,623

)

25,925

Administrative expenses

98,950

98,499

OPERATING LOSS

5

(105,573

)

(72,574

)

Interest payable and similar expenses

6

12,273

11,243

LOSS BEFORE TAXATION

(117,846

)

(83,817

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(117,846

)

(83,817

)

LOSS FOR THE YEAR

(117,846

)

(83,817

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(117,846

)

(83,817

)

FIXED ASSETS

Intangible assets

8

7,395,743

6,644,724

CURRENT ASSETS

Debtors

9

71,078

92,821

Cash at bank

244

243

71,322

93,064

CREDITORS

Amounts falling due within one year

10

213,841

133,329

NET CURRENT LIABILITIES

(142,519

)

(40,265

)

TOTAL ASSETS LESS CURRENT LIABILITIES

7,253,224

6,604,459

CREDITORS

Amounts falling due after more than one year

11

150,000

150,000

NET ASSETS

7,103,224

6,454,459

CAPITAL AND RESERVES

Called up share capital

16

1,526,614

1,452,250

Share premium

17

7,148,824

6,456,577

Capital redemption reserve

17

43

43

Retained earnings

17

(1,572,257

)

(1,454,411

)

SHAREHOLDERS' FUNDS

7,103,224

6,454,459

The financial statements were approved by the Board of Directors on 12 December 2018 and were signed on its behalf by:

Ms J C Hawkins - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 August 2016

1,336,256

(1,370,594

)

5,369,572

43

5,335,277

Changes in equity

Issue of share capital

115,994

-

1,087,005

-

1,202,999

Total comprehensive income

-

(83,817

)

-

-

(83,817

)

Balance at 31 July 2017

1,452,250

(1,454,411

)

6,456,577

43

6,454,459

Changes in equity

Issue of share capital

74,364

-

692,247

-

766,611

Total comprehensive income

-

(117,846

)

-

-

(117,846

)

Balance at 31 July 2018

1,526,614

(1,572,257

)

7,148,824

43

7,103,224

Cash flows from operating activities

Cash generated from operations

1

(40,038

)

(143,841

)

Interest paid

(12,273

)

(11,243

)

Net cash from operating activities

(52,311

)

(155,084

)

Cash flows from investing activities

Purchase of intangible fixed assets

(751,019

)

(1,077,121

)

Net cash from investing activities

(751,019

)

(1,077,121

)

Cash flows from financing activities

Share issue

766,611

1,202,999

Net cash from financing activities

766,611

1,202,999

Decrease in cash and cash equivalents

(36,719

)

(29,206

)

Cash and cash equivalents at beginning of year

2

(48,338

)

(19,132

)

Cash and cash equivalents at end of year

2

(85,057

)

(48,338

)

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2018

2017

£

£

Loss before taxation

(117,846

)

(83,817

)

Finance costs

12,273

11,243

(105,573

)

(72,574

)

Decrease in trade and other debtors

21,743

724,246

Increase/(decrease) in trade and other creditors

43,792

(795,513

)

Cash generated from operations

(40,038

)

(143,841

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 July 2018

31/7/18

1/8/17

£

£

Cash and cash equivalents

244

243

Bank overdrafts

(85,301

)

(48,581

)

(85,057

)

(48,338

)

Year ended 31 July 2017

31/7/17

1/8/16

£

£

Cash and cash equivalents

243

243

Bank overdrafts

(48,581

)

(19,375

)

(48,338

)

(19,132

)

1.	STATUTORY INFORMATION

CHF Pip! Plc is a public company limited by shares, incorporated in England and Wales. The company's

registered number is 07718127 and registered office is Ground Floor South Wing, Riverside Court, Riverside

Business Park, Bollin Link, Wilmslow, Cheshire, SK9 1DL.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The

Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The

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

the results of the individual entity. The functional currency is £ sterling.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates

and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other

sources. The estimates and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these 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 where the revision affects only that period, or in the

period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying

amount of assets and liabilities are as follows.

Development costs

The directors make judgements as to whether the asset is impaired at each financial year end, and during the year

if circumstances emerge that indicate the carrying value may not be recoverable.

Trade debtors recoverability

Amounts recoverable on trade debtors are initially measured at the transaction price and subsequently measured

at amortised cost, being the transaction price less any amounts settled and any impairment losses. The directors

make estimates as to the recoverability of these debts and provide for them accordingly.

Turnover

Turnover represents net invoiced sales of broadcasting rights and other merchandise, excluding value added tax,

associated with the company's animation. Turnover is recognised when the products are physically delivered to

the customers.

Non-refundable advances under third party distribution and licensing arrangements are recognised once a

contract is in place and the contractual obligations have been fulfilled.

Intangible fixed assets

Intangible assets comprise production and brand development costs associated with bringing the animation to

broadcast. Amortisation of the intangible assets will commence once the company gains economic benefits from

the assets and will be written off over it's useful life through the profit and loss account.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all

of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the

instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is

a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to

realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade debtors and cash and bank balances, are initially measured at

transaction price including transaction costs and are subsequently carried at amortised cost using the effective

interest method. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of

the company after deducting all of its liabilities.

Basic financial liabilities, including trade creditors, other creditors, bank overdrafts and other loans, that are

classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing

transaction, where the debt instrument is measured at the present value of the future payments discounted at a

market rate of interest.

Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged,

cancelled, or they expire.

Going concern

The directors have reviewed the current financial performance and position of the company.

On the basis of their assessment of current financial projections and facilities available, the Directors have a

reasonable expectation that the Company has adequate resources to continue in operational existence for the

foreseeable future and hence continue to adopt the going concern basis of accounting in preparing the financial

statements.

Deferred tax

The charge for taxation takes into account taxation deferred as a result of timing differences between the

treatment of certain items for taxation and accounting purposes. Deferred tax is recognised in respect of all

material timing differences that have originated but not reversed at the balance sheet date. Deferred taxation is

measured on a non-discounted basis at the rates that are expected to apply in the periods in which the timing

differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Leasing commitments

Rentals paid under operating leases, including any lease incentives received, are charged to the profit and loss

account on a straight line basis over the term of the relevant lease.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2018

2017

£

£

Broadcasting

-

24,072

Licensing and Marketing

9,594

6,667

9,594

30,739

An analysis of turnover by geographical market is given below:

2018

2017

£

£

United Kingdom

9,594

24,072

Europe

-

6,667

9,594

30,739

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 July 2018 nor for the year ended 31 July 2017.

There were no employees during the year apart from the directors.

2018

2017

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

2018

2017

£

£

Auditors' remuneration

7,500

6,500

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

£

£

Bank interest

1,773

743

Other interest

10,500

10,500

12,273

11,243

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 July 2018 nor for the year ended 31 July 2017.

8.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 August 2017

6,644,724

Additions

751,019

At 31 July 2018

7,395,743

NET BOOK VALUE

At 31 July 2018

7,395,743

At 31 July 2017

6,644,724

The carrying value of intangible assets at the year end is calculated as the cost of the assets. The directors are of

the opinion that the company did not gain any economic benefit from the assets during the year, and therefore

they do not require to be amortised. The directors anticipate that the company will gain economic benefit from

these intangible assets in the foreseeable future and accordingly have not written down the value on that basis.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

34,542

19,258

VAT

31,869

73,563

Prepayments and accrued income

4,667

-

71,078

92,821

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Bank loans and overdrafts (see note 12)

85,301

48,581

Trade creditors

40,109

38,258

Other creditors

7,000

7,000

Accruals and deferred income

81,431

39,490

213,841

133,329

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Other loans (see note 12)

150,000

150,000

The loan of £150,000 has the option, exercisable by the company only, to convert into 150,000 shares with equal

rights to existing shareholders before the repayment date of 11th December 2020.