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EX-2.2 - EXHIBIT 2.2 - Oxford City Football Club, Inc.ex2_2.htm
EX-99.2 - EXHIBIT 99.2 - Oxford City Football Club, Inc.ex99_2.htm
EX-99.3 - EXHIBIT 99.3 - Oxford City Football Club, Inc.ex99_3.htm
EX-99.5 - EXHIBIT 99.5 - Oxford City Football Club, Inc.ex99_5.htm

Independent Auditor's Report to the Members of

Oxford City Football Club (Trading) Limited

 

We have audited the financial statements of Oxford City Football Club (Trading) Limited for the year ended 31 May 2011, set out on pages 7 to 12. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (Effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

 

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 an auditor’s 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 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

As explained more fully in the Statement of Directors' Responsibilities (set out on page 4), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 May 2011 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to smaller entities; and

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

 

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

Matters on which we are required to report by exception

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; or

• the directors were not entitled to prepare the financial statements and the Directors' Report in accordance with the small companies regime.

......................................

Graham Cole BA FCA (Senior Statutory Auditor)

For and on behalf of Wenn Townsend, Statutory Auditor

 

30 St Giles

Oxford

OX1 3LE

 

28 March 2012

1
 

Oxford City Football Club (Trading) Limited

Profit and Loss Account for the Year Ended 31 May 2011

 

            2011       2010  
       Note       £       £  
Turnover             194,235       254,175  
Cost of sales             (54,865 )     (71,013 )
Gross profit             139,370       183,162  
Administrative expenses             (210,468 )     (248,675 )
Other operating income             75,000       50,000  
Operating profit/(loss)     2       3,902       (15,513 )
Other interest receivable and similar income             1       —    
Interest payable and similar charges             (2,199 )     (296 )
Profit/(loss) on ordinary activities before taxation             1,704       (15,809 )
Profit/(loss) for the financial year     8       1,704       (15,809 )

 

The notes form an integral part of these financial statements.

2
 

 

Oxford City Football Club (Trading) Limited

(Registration number: 03127905)

Balance Sheet at 31 May 2011

 

      Note       2011       2010  
              £       £  
Fixed assets                        
Tangible fixed assets     3       177       264  
Current assets                        
Stocks             3,500       4,500  
Debtors     4       121,220       107,310  
Cash at bank and in hand             488       12,413  
              125,208       124,223  
Creditors: Amounts falling due within one year     5       (149,354 )     (70,247 )
Net current (liabilities)/assets             (24,146 )     53,976  
Total assets less current liabilities             (23,969 )     54,240  
Creditors: Amounts falling due after more than one year     6       (274,704 )     (354,617 )
Net liabilities             (298,673 )     (300,377 )
Capital and reserves                        
Called up share capital     7       100       100  
Profit and loss account     8       (298,773 )     (300,477 )
Shareholders' deficit             (298,673 )     (300,377 )

 

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 notes form an integral part of these financial statements.

3
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

 

1 Accounting policies

 

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

 

Going concern

 

The company made a net profit of £1704 during the year ended 31 December 2011 and, as of that date, the company's current liabilities exceeded its total assets by £23969 and it had net current liabilities of £24146.

 

The company is dependent upon the continued support of its creditors. On the basis that this support will continue the accounts have been drawn up on a going concern basis.

 

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers.

 

Depreciation

Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over their expected useful economic life as follows:

 

Asset class Depreciation method and rate
Fixtures and fittings 20% straight line

 

Stock

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

 

2 Operating profit/(loss)

 

Operating profit/(loss) is stated after charging:

 

      2011       2010  
      £       £  
Auditor's remuneration - The audit of the company's annual accounts     2,650       —    
Depreciation of tangible fixed assets     87       265  
Auditor's remuneration - Other services     3,000       —    
4
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

3 Tangible fixed assets

 

    Fixtures and fittings   Total
    £   £
Cost or valuation        
At 1 June 2010     4,033       4,033  
Depreciation                
At 1 June 2010     3,769       3,769  
Charge for the year     87       87  
At 31 May 2011     3,856       3,856  
Net book value                
At 31 May 2011     177       177  
At 31 May 2010     264       264  

 

4 Debtors

 

      2011       2010  
      £       £  
Trade debtors     28,648       12,590  
Amounts owed by group undertakings and undertakings in which the company has a participating interest     —         1,800  
Other debtors     92,572       92,920  
      121,220       107,310  

 

5 Creditors: Amounts falling due within one year

 

      2011       2010  
      £       £  
Trade creditors     8,085       12,372  
Bank loans and overdrafts     11,216       1,383  
Amounts owed to group undertakings and undertakings in which the company has a participating interest     60,221       —    
Other taxes and social security     39,532       35,842  
Other creditors     30,300       20,650  
      149,354       70,247  
5
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

6 Creditors: Amounts falling due after more than one year

 

    2011   2010
    £   £
Other creditors     274,704       354,617  

 

7 Share capital

 

Allotted, called up and fully paid shares

 

    2011   2010
          No.       £       No.       £  
  Ordinary shares of £1 each       100       100       100       100  

 

8 Reserves

 

     

Profit and loss account

£

     

Total

£

 
At 1 June 2010     (300,477 )     (300,477 )
Profit for the year     1,704       1,704  
At 31 May 2011     (298,773 )     (298,773 )

 

9 Commitments

Operating lease commitments

 

As at 31 May 2011 the company had annual commitments under non-cancellable operating leases as follows:

 

Operating leases which expire:

 

      2011       2010  
      £       £  
Other                
Over five years     6,500       6,500  
6
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

10 Related party transactions

The company has taken advantage of the exemption in FRS8 "Related Party Disclosures" from disclosing transactions with other members of the group.

 

11 Control

The company is controlled by Oxford City Youth Football Club Limited an incorporated charity that acts as the holding company.

7
 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

3 Tangible fixed assets

 

    Fixtures and fittings   Total
    £   £
Cost or valuation        
At 1 June 2010     4,033       4,033  
Depreciation                
At 1 June 2010     3,769       3,769  
Charge for the year     87       87  
At 31 May 2011     3,856       3,856  
Net book value                
At 31 May 2011     177       177  
At 31 May 2010     264       264  

 

4 Debtors

 

      2011       2010  
      £       £  
Trade debtors     28,648       12,590  
Amounts owed by group undertakings and undertakings in which the company has a participating interest     —         1,800  
Other debtors     92,572       92,920  
      121,220       107,310  

 

5 Creditors: Amounts falling due within one year

 

      2011       2010  
      £       £  
Trade creditors     8,085       12,372  
Bank loans and overdrafts     11,216       1,383  
Amounts owed to group undertakings and undertakings in which the company has a participating interest     60,221       —    
Other taxes and social security     39,532       35,842  
Other creditors     30,300       20,650  
      149,354       70,247  
8
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

6 Creditors: Amounts falling due after more than one year

 

    2011   2010
    £   £
Other creditors     274,704       354,617  

 

7 Share capital

 

Allotted, called up and fully paid shares

 

    2011   2010
          No.       £       No.       £  
  Ordinary shares of £1 each       100       100       100       100  

 

8 Reserves

 

     

Profit and loss account

£

     

Total

£

 
At 1 June 2010     (300,477 )     (300,477 )
Profit for the year     1,704       1,704  
At 31 May 2011     (298,773 )     (298,773 )

 

9 Commitments

Operating lease commitments

 

As at 31 May 2011 the company had annual commitments under non-cancellable operating leases as follows:

 

Operating leases which expire:

 

      2011       2010  
      £       £  
Other                
Over five years     6,500       6,500  
9
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2011

......... continued

 

10 Related party transactions

The company has taken advantage of the exemption in FRS8 "Related Party Disclosures" from disclosing transactions with other members of the group.

 

11 Control

The company is controlled by Oxford City Youth Football Club Limited an incorporated charity that acts as the holding company.

10
 

Independent Auditor's Report to the Members of

Oxford City Football Club (Trading) Limited

 

We have audited the financial statements of Oxford City Football Club (Trading) Limited for the year ended 31 May 2012, set out on pages 6 to 11. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (Effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

 

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 an auditor’s 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 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 auditor

As explained more fully in the Statement of Directors' Responsibilities (set out on page 3), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

 

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 May 2012 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to smaller entities; and

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

 

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

Matters on which we are required to report by exception

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; or

• the directors were not entitled to prepare the financial statements and the Directors' Report in

accordance with the small companies regime.

 

......................................

Graham Cole BA FCA (Senior Statutory Auditor)

For and on behalf of Wenn Townsend, Statutory Auditor

 

30 St Giles

Oxford

OX1 3LE

 

27 March 2013

11
 

 

Oxford City Football Club (Trading) Limited

Profit and Loss Account for the Year Ended 31 May 2012

 

        2012   2011
    Note   £   £
Turnover             248,630       194,235  
Cost of sales             (52,059 )     (54,865 )
Gross profit             196,571       139,370  
Administrative expenses             (259,132 )     (210,468 )
Other operating income             —         75,000  
Operating (loss)/profit     2       (62,561 )     3,902  
Other interest receivable and similar income             12       1  
Interest payable and similar charges             (5,429 )     (2,199 )
(Loss)/profit on ordinary activities before taxation             (67,978 )     1,704  
(Loss)/profit for the financial year     8       (67,978 )     1,704  

 

The notes form an integral part of these financial statements.

12
 

 

Oxford City Football Club (Trading) Limited

(Registration number: 03127905)

Balance Sheet at 31 May 2012

 

        2012   2011
    Note   £   £
Fixed assets            
Tangible fixed assets     3       90       177  
Current assets                        
Stocks             4,000       3,500  
Debtors     4       65,743       121,220  
Cash at bank and in hand             849       488  
              70,592       125,208  
Creditors: Amounts falling due within one year     5       (235,264 )     (149,354 )
Net current liabilities             (164,672 )     (24,146 )
Total assets less current liabilities             (164,582 )     (23,969 )
Creditors: Amounts falling due after more than one year     6       (202,069 )     (274,704 )
Net liabilities             (366,651 )     (298,673 )
Capital and reserves                        
Called up share capital     7       100       100  
Profit and loss account     8       (366,751 )     (298,773 )
Shareholders' deficit             (366,651 )     (298,673 )

 

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 notes form an integral part of these financial statements.

13
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2012

 

1 Accounting policies

 

Basis of preparation

The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

 

Going concern

The company made a net loss of £69,414 during the year ended 31 December 2012 and, as of that date, the company's current liabilities exceeded its total assets by £164,583 and it had net current liabilities of £235,266.

 

The company is dependent upon the continued support of its creditors. On the basis that this support will continue the accounts have been drawn up on a going concern basis.

 

Turnover

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers.

 

Depreciation

Depreciation is provided on tangible fixed assets so as to write off the cost or valuation, less any estimated residual value, over their useful economic life as follows:

 

Asset class Depreciation method and rate
Fixtures and fittings 20% straight line

 

Stock

Stock is valued at the lower of cost and net realisable value, after due regard for obselete and slow-moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs.

 

2 Operating (loss)/profit

 

Operating (loss)/profit is stated after charging:

 

    2012   2011
    £   £
Auditor's remuneration - The audit of the company's annual accounts     2,600       2,650  
Depreciation of tangible fixed assets     87       87  

 

14
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2012

......... continued

 

3 Tangible fixed assets

 

    Fixtures and fittings   Total
    £   £
Cost or valuation        
At 1 June 2011     4,033       4,033  
Depreciation                
At 1 June 2011     3,856       3,856  
Charge for the year     87       87  
At 31 May 2012     3,943       3,943  
Net book value                
At 31 May 2012     90       90  
At 31 May 2011     177       177  

 

4 Debtors

 

    2012   2011
    £   £
Trade debtors     1,280       28,648  
Other debtors     2,680       —    
VAT Control account     61,278       90,852  
Prepayments     505       1,720  
      65,743       121,220  

 

5 Creditors: Amounts falling due within one year

 

    2012   2011
    £   £
Trade creditors     17,711       8,085  
Bank loans and overdrafts     5,286       11,216  
Amounts owed to group undertakings and undertakings in which the company has a participating interest     181,681       60,221  
Other taxes and social security     1,400       39,532  
Other creditors     700       —    
Other loans     22,836       13,500  
Accruals     5,650       16,800  
      235,264       149,354  
15
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2012

......... continued

 

6 Creditors: Amounts falling due after more than one year

 

    2012   2011
    £   £
Other loans     202,069       274,704  

 

7 Share capital

 

Allotted, called up and fully paid shares

 

    2012   2011
    No.   £   No.   £
  Ordinary shares of £1 each       100       100       100       100  

 

8 Reserves

 

    Profit and loss account   Total
    £   £
At 1 June 2011     (298,773 )     (298,773 )
Loss for the year     (67,978 )     (67,978 )
At 31 May 2012     (366,751 )     (366,751 )

 

9 Commitments

 

Operating lease commitments

 

As at 31 May 2012 the company had annual commitments under non-cancellable operating leases as follows:

 

Operating leases which expire:

 

    2012   2011
    £   £
Over five years     6,500       6,500  
16
 

 

Oxford City Football Club (Trading) Limited

Notes to the Financial Statements for the Year Ended 31 May 2012

......... continued

 

10 Related party transactions

 

Other related party transactions

 

During the year the company made the following related party transactions:

 

Colin Taylor

 

(Director)

 

Interest-free loans made to the company. At the balance sheet date the amount due to Colin Taylor was £164,767 (2011 - £122,367).

 

The company has taken advantage of the exemption in FRS8 "Related Party Disclosures" from disclosing transactions with other members of the group.

 

11 Control

 

The company is controlled by Oxford City Youth Football Club Limited an incorporated charity that acts as the holding company. Group accounts can be obtained at 8 Trinity Close, Abingdon, Oxon OX14 2QE. 

17