Fivepals UK Limited - Limited company accounts 18.2

REGISTERED NUMBER: 09463575 (England and Wales)

Report of the Director and

Audited Financial Statements for the Year Ended 31 December 2019

for

Fivepals UK Limited

Previously known as

GoConcierge.net (UK) Limited

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

J Effron

SECRETARY:

P R Sandringham

REGISTERED OFFICE:

The Old Courtyard

11 Lower Cookham Road

Maidenhead

Berkshire

SL6 8JN

REGISTERED NUMBER:

09463575 (England and Wales)

SENIOR STATUTORY AUDITOR:

PAUL LAIRD

AUDITORS:

Wilkins Kennedy Audit Services

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

HP10 9QN

The director presents his report with the financial statements of the company for the year ended 31 December 2019.

CHANGE OF NAME

The company passed a special resolution on 10 December 2019 changing its name from GoConcierge.net (UK) Limited
to Fivepals UK Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of web-based task-tracking and concierge

services to hotel chains and their guests.

DIRECTOR

J Effron held office during the whole of the period from 1 January 2019 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with

applicable law and regulations.

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

has 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 director must not approve

the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

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

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a

director in order to make himself aware of any relevant audit information and to establish that the company's auditors are

aware of that information.

AUDITORS

The auditors, Wilkins Kennedy Audit Services, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

P R Sandringham - Secretary

24 July 2020

Qualified opinion

We have audited the financial statements of Fivepals UK Limited (the 'company') for the year ended 31 December 2019

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

and 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, except for the incomplete disclosure of the information referred to in the basis

for qualified opinion section of our report:

- give a true and fair view of the state of the company's affairs as at 31 December 2019 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 qualified opinion

As discussed in Note 1, the company has net liabilities of £241,162 as at 31 December 2019 and relies on the immediate

and ultimate controlling parent companies for financial support to be considered a going concern. We were unable to

obtain sufficient and appropriate audit evidence of the ultimate controlling parent's intention to provide the necessary

financial support to the company. This situation indicates that a material uncertainty exists that may cast significant

doubt on the company's ability to continue as a going concern. The financial statements do not adequately disclose this

matter.

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 qualified opinion.

Material uncertainty related to going concern

We draw attention to note 1 in the financial statements, which indicates that the company has net liabilities of £241,162

as at 31 December and relies on the immediate and ultimate controlling parent companies for financial support to be

considered a going concern. The financial statements indicate that the company incurred a loss of £8,161 during the

year ended 31 December 2019 (2018: loss £203,436) and, as at that date, the company's current liabilities exceeded its

total assets by £241,162 (2018: net liabilities £233,001). As stated under the basis for qualified opinion above, these

conditions, along with the other matters as set forth above indicate that a material uncertainty exists that may cast

significant doubt on the company's ability to continue as a going concern. Our opinion has been modified in respect of

this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of

the Director, 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.

Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

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 director's remuneration specified by law are not made; or

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

-	the director was not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

PAUL LAIRD (Senior Statutory Auditor)

for and on behalf of Wilkins Kennedy Audit Services

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

HP10 9QN

30 July 2020

TURNOVER

303,175

-

Administrative expenses

311,336

203,436

OPERATING LOSS and

LOSS BEFORE TAXATION

(8,161

)

(203,436

)

Tax on loss

7

-

LOSS FOR THE FINANCIAL YEAR

(8,161

)

(203,436

)

LOSS FOR THE YEAR

(8,161

)

(203,436

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(8,161

)

Prior year adjustment

140,443

TOTAL COMPREHENSIVE INCOME
SINCE LAST ANNUAL REPORT

(62,993

)

CURRENT ASSETS

Debtors

8

19,194

141

Cash in hand

6,722

28,392

25,916

28,533

CREDITORS

Amounts falling due within one year

9

267,078

261,534

NET CURRENT LIABILITIES

(241,162

)

(233,001

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(241,162

)

(233,001

)

CAPITAL AND RESERVES

Called up share capital

10

1,000

Retained earnings

11

(242,162

)

(234,001

)

SHAREHOLDERS' FUNDS

(241,162

)

(233,001

)

The financial statements were approved by the director on 24 July 2020 and were signed by:

J Effron - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2018

1,000

(171,008

)

(170,008

)

Prior year adjustment

-

140,443

As restated

1,000

(30,565

)

(29,565

)

Changes in equity

Deficit for the year

-

(203,436

)

(203,436

)

Total comprehensive income

-

(203,436

)

(203,436

)

Balance at 31 December 2018

1,000

(234,001

)

(233,001

)

Changes in equity

Deficit for the year

-

(8,161

)

(8,161

)

Total comprehensive income

-

(8,161

)

(8,161

)

Balance at 31 December 2019

1,000

(242,162

)

(241,162

)

1.	GOING CONCERN

The company has net liabilities of £241,162 as at 31 December 2019 (2018: net liabilities £233,001). The

Financial Statements have been prepared on the going concern basis as the director considers that adequate

support from the parent company and ultimate parent company will be provided in order for the company to meet

its ongoing financial commitments as they fall due for at least 12 months from the date of approval of the

Financial Statements.

The COVID-19 pandemic and the ensuing economic shutdown has not had a significant impact on the company's

operations. In response to the COVID-19 pandemic, the Directors have performed a robust analysis of forecast

future cash flows taking into account the potential impact on the business of possible future scenarios arising

from the impact of COVID-19. This analysis also considers the effectiveness of available measures to assist in

mitigating the impact.

Based on these assessments and having regard to the resources available to the entity, the Directors have

concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in

preparing the accounts.

2.	STATUTORY INFORMATION

Fivepals UK 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.

3.	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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland":

•

the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

•

the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f),
11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of Section 12 Other Financial Instruments paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and
12.29A;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Turnover

Turnover comprises of a monthly fee pursuant to a transfer pricing agreement with the parent company whereby

revenue is recognised as related to expensed items over the period necessary to match the revenue on a

systematic basis to the costs it is intended to compensate.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12

'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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 instruments

Basic financial assets, which include 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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the

present value of the future receipts discounted at a market rate of interest. Financial assets classified as

receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference

shares 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 classified as payable within one year are not

amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditor are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or

less. If not, they are presented as non-current liabilities.Trade creditors are recognised initially at transaction

price and subsequently measured at amortised cost using the effective interest method.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension

scheme are charged to profit or loss in the period to which they relate.

4.	EMPLOYEES AND DIRECTORS

31.12.19

31.12.18

£

Wages and salaries

219,173

146,358

Social security costs

24,183

14,986

Other pension costs

4,419

2,040

247,775

163,384

The average number of employees during the year was as follows:

31.12.19

31.12.18

Sales & Marketing

2

31.12.19

31.12.18

£

Director's remuneration

-

5.	OPERATING LOSS

The operating loss is stated after charging:

31.12.19

31.12.18

£

Foreign exchange differences

12,465

-

6.	AUDITORS' REMUNERATION

31.12.19

31.12.18

£

Fees payable to the company's auditors for the audit of the company's
financial statements

3,500

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2019 nor for the year ended

31 December 2018.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

£

Amounts owed by group undertakings

18,660

-

VAT

534

141

19,194

141

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.19

31.12.18

£

Trade creditors

690

-

Amounts owed to group undertakings

245,137

248,654

Social security and other taxes

9,204

6,875

Pension Fund

1,937

255

Accrued expenses

10,110

5,750

267,078

261,534

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.19

31.12.18

value:

£

1,000

Ordinary shares

1

1,000

11.

RESERVES

Retained

earnings

£

At 1 January 2019

(234,001

)

Deficit for the year

(8,161

)

At 31 December 2019

(242,162

)

12.	ULTIMATE CONTROLLING PARTY

The controlling party is Fivepals Inc.

The ultimate controlling party is Expedia Inc.

The principal office address: 104 West 27th Street, 6th Floor, New York, NY 10001, USA.

The ultimate controlling party address: 333, 108th Avenue Bellevue, Washington, WA 98004, USA